Travels With a Time Lord
by UraniumLullaby
Summary: Brittany couldn't believe it. He'd sent her home. The future was in peril and there was nothing she could do to help the Doctor because she had been sent home to her mother like an unruly child. There had to be a way to get back. Or, rather, forward. (Doctor Who AU - Formerly "Travels with a Doctor")
1. The Christmas Invasion

**A/N: **

**Alright, so fic writing is new to me, and I also haven't written _anything_ in maybe 7 years, so this is sort of an experiment on many levels. **

**Heads up: This is Glee in the Doctor Who 'verse, and therefore extremely AU. I'm trying not to require prior knowledge of the series, but it'll probably take some work for me to get to that point, sorry.**

**I own nothing (which is truer than I'd like it to be).** **Please enjoy.**

* * *

She couldn't just do nothing.

It would drive her mad.

Sitting on the couch in the living room of her parent's house, the one she grew up in, on the street she'd made friends on, in the town she'd gone to school in.

Her past.

Her present.

She didn't think she could stand it if this was her future, too.

Pale fingers raked through long blonde hair as she let out an aggravated sigh. She had to do something. The Doctor had locked her into his blue box and shoved her into the time stream with nothing but a pre-recorded hologram of his absurdly wide-mouthed face telling her to be safe and live well. Her hands still ached from the fruitless beating she'd given the door in an effort to get back to him. Brittany had been sent home like a child while he tried to save the universe again. Frowning around the nail she was biting, she knew she had to do something. Anything. She had to get back. She had to help him. And the Captain. Captain Puck was still there, too. She remembered him running off to wrangle the rest of the space station's human passengers into fighting the invading Dalek force in the hopes he could buy the Doctor time to cobble together the delta wave thing that would hopefully eliminate the threat.

Brittany stood suddenly, her frustration flaring. She _had_ to help them. She and the Doctor had been traveling together for months, and even with his shameless innuendos Captain Puck had become a friend during the hand full of times their paths had crossed. They were important to her, and now the blonde might never see them again.

"Sweetheart, it was never going to work. The Doctor knew that," Evelyn Pierce said from her perch on the edge of the coffee table in front of her daughter. She'd sat there in an attempt to both comfort her daughter about a man the woman had never quite managed to trust, and convince her this was for the best. She reached out to grasp her daughter's hand, "He just wanted you to be safe. This is what he wanted."

Young eyes, hollowed in grief and worry, narrowed at her. Brittany's mouth twitched as she jerked her hand away from her mother, "No. He'd have wanted me to help. He'd have wanted me to do anything I could."

"You have to move on–"

Brittany cut her off with a harsh snap, "Dad wouldn't give up."

Her mother flinched. Her light brown gaze flicking away, then back, "Well, he's not here, is he? And even if he was he'd say the same."

"No, he wouldn't. I met him. He'd tell me to try anything. If I could save the Doctor, dad would tell me to try anything."

The older woman paused, head tilting in confusion, "…. You couldn't have met him. He died when you were a hardly a month old."

Brittany gave her a wry smile that didn't meet her still pained eyes, "Time travel, mom. I told you. I met him."  
"Don't say things like that–"

"The Doctor took me back in time and I met Dad."

Her mother shook her head silently, fighting the knot in her throat that warned of a sob.

"You remember when dad died?" Brittany asked, her voice cracking on the last word. It was hard to talk while memories of a broken man she'd only just met assaulted her mind, but this was important, "Outside that little church? There was someone with him in the street. A girl… A blonde girl, you remember? She held his hand."  
The elder Pierce was frozen, staring at her, shock etched in her features. Brittany's face twisted. She needed her mom to understand, "You SAW her. From a distance, mom! You saw her!"

Tears dripped unnoticed from stormy blue eyes, fists clenched at her sides. "Think about it, mom, that was me! You saw me–"

"Stop it–"

"That's how good the Doctor is! You saw–"

"Just stop it!"

Silence rang in their ears. Evelyn twisted away from her child, hiding the tormented grimace on her face, and ran out of the room. A door slammed a moment later, but Brittany hardly heard it over the sobs wracking her body as she hugged her arms to herself, trying to hold her worn emotions from ripping her apart. The man she never knew flashing through her head, mixed with the ones she did that were now fighting for humanity on a space station separated from her by centuries and miles.

She…

She had to do something.

One final choking sob, and she forced the rest away. She had to focus. There had to be a way to help her Doctor– _the _Doctor. She supposed he was no more hers than anyone else's. The thought made something in her chest tighten, but she shook it off. She had a phone call to make.

* * *

Rory Flanagan was an Irish transfer student she'd met walking from her bathroom to her room down the hall while wearing nothing but a towel during her junior year of high school. Apparently her mother had been telling her for months about the boy moving in, but Brittany rarely paid attention to anyone other than the prophet that was Ke$ha during that phase of her life, so turning a corner and slamming full force into a round faced boy in all green spouting gibberish from a nervous grin had been a surprise. The beet red blush that dominated his features in her presence for months after that had seriously clashed with every piece of clothing he owned (all being leprechaun green).

Now, 4 years and a green card debacle later, they were good friends. She had never really gotten the hang of his accent, but a cheery smile still forced him into a blush that seemed to distract him enough to not notice when she stopped bothering to listen.

"Maybe she's right," came Brittany's drained voice, from where she stood next to him as they leaned miserably against his beat up old Taurus on the street outside her house, "Maybe I should give up. Move on."

He frowned, thinking, "Nah way, yeh can' be givin' up now."

She glanced at him, his shaggy mop of brown hair shifting in the breeze, and fought a smile. His eyes darted to her face, then back to front as he continued, "We jus' need summin' strong ta pull tha' hatch open."

"The heart of the TARDIS…" the girl murmurs, under her breath, "It should be able to take me back…"

Rory nodded, "Summin' big, like–"

A roar of an engine interrupted their thoughts, and both heads snapped around towards the source. Turning the corner was a huge tow truck, it's yellow paint scratched and faded with age, but motor shouting its power. The truck slowed as it neared them, wobbling dangerously close to a couple of cars parked on the street. They heard it shift into Park, and the driver's door swung open with the creak of metal hinges in need of some oil. A familiar face popped around the edge of the door as Brittany's mother jumped down to the asphalt, yelling to them, "Right, so you've only got this til 6, so let's get moving."

"Mom, wha–"

"Rodrigo owed me a favor, don't ask, but you were right about your dad, Sweetheart," Evelyn stood on front of her daughter, tilting her head to meet her eyes past the couple inches of height difference, and smiled wistfully, "He was all for mad ideas." She swallowed hard, "This is exactly what he would have, so get on with it before I change my mind."

A relieved grin parted Brittany's lips, and with a quick hug for her mom, the group split up. The blonde darting towards the TARDIS, still sitting in the empty lot by her house where it had landed, and Rory joining her mother in the cab of the yellow beast of a truck to follow his friend.

* * *

She hugged her mother, savoring the moment that might end up being her last time to feel these arms surround her.

The tow truck revved as Rory smashed his foot against the gas pedal, the squeal of tires and the scent of burning rubber permeating the air. The truck's chain was hooked to the panel inside the blue police box, straining to peel the metal away from the heart of the vessel. Two Pierces shouted encouragement over the scream the struggling truck.

Faster.

Harder.

Keep pulling.

This had to work. _Had _to.

With a violent, metallic screech the panel tore open, chain releasing, and truck jolting forward through an unfortunate wooden fence before the Irish boy managed to stop it. He twisted quickly to look behind him, and Brittany's mother did the same, peering towards the open doors of the blue police box. Brittany herself crouched down to the opening, bathed in a vibrant, thrumming light. The Time Vortex.

The light was amazing. _Everything_ was amazing, and she was seeing exactly just how amazing everything was as the swirl of blinding light crept out of the TARDIS' heart and into her eyes. Into her mind.

Her mother caught a glimpse of light shining through her hair as the golden locks were tossed around her shoulders by an unearthly wind before the doors swung shut with a wooden clack, and the telltale groan of the box started up, warning light spinning on its little roof. Evelyn and Rory stared helplessly at it. There was nothing more they could do to help her further, or bring her back.

* * *

Seeing him like this was unlike anything she had ever experienced. Brittany could see everything of his past and future. Everything he was. Everything _everyone_ had been. The Doctor looked up at her with a stunned expression from where he had fallen at her unexpected entrance. The TARDIS had listened to her wish to take them to him, and had appeared to find the broad shouldered, masculine blond man tensing against the expected assault from the aliens surrounding him. The blue doors shot open, spilling the light from the heart of the TARDIS into the air, and over the Time Lord who stumbled to the floor in surprise, twisting to see behind him. The Daleks, in their ridiculous metal armor (or was it an alien version of those scooters old people use to get around on Earth? Brittany had always wondered, but either way they looked like plunger-eyed Cyclops made of upside down trash cans with whisks, and she thought them a little silly for archenemies of a Time Lord), hesitated at the interruption. Turning towards her silhouette in the doorway. No one moved for a second, and then the Doctor spoke up from his stunned position on the metal decking.

"Wha–… What have you done?!" He cried at her, trying not to wince against the light flooding from inside the open doors she'd just appeared through, and the sight of her eyes laced with a matching glow. Part of her noticed there were tears on her face that she couldn't place, and it was hard to look at him now, with all of this universe running through her head. There was just so much.

"I looked at the TARDIS," she replied quietly, voice wavering with an echo not wholly her own, "and the TARDIS looked back into me."  
"You looked into the Time Vortex?" The Doctor's blue eyes were wild and scared. His wide mouth trembling with the revelation, "No one is meant to see that…!" His eyes were scared for _her_.

A harshly monotone, digital voice cut in, "THIS IS THE ABOMINATION."

Another, "EXTERMINATE."

A Dalek laser shot towards her, only to be stopped by her bare palm. She looked to the creature it came from, narrowing her gaze dangerously. The Daleks seemed as shocked as the Doctor. His tousled blond hair jumped as he spun to stare at the ineffectual gun, then back to Brittany.

"Brittany!" The Doctor pleaded to her, sweat dripping from his temples as he strained to be heard, "You've got to stop this. You've got to stop this now."

Her glowing eyes shifted from the dismantled sign to his imploring face, the rest of her remaining as still as marble but for the wisps of long hair still curling around her cheeks in an unseen wind.

"You've got the entire Vortex running through your head," the distressed man warned, desperation leaking into his speech, "You're going to burn!"

"I want you safe!" she snapped, her whole body focusing on him. The echo was suddenly gone from her voice, "My Doctor. I must protect you as you have protected me."

"YOU CANNOT HURT ME," grated the master Dalek from the screen where the thing was being transmitted from its ship. Its bulbous, cloudy eye closed into a sort of glare, and it wiggled a useless tentacle at her. She was sure this was another piece of a monologue it had recited to the Doctor before she'd arrived, "I AM A GOD."

"You are tiny. I can see the whole of time and space, every atom of your existence," the girl brimming with universe turned her head back to the screen. Her voice resonated that unearthly tone again. Brittany raised her hand to the crowd of Daleks standing before the screen showing their master, "and I don't like them."

Glowing eyes and a light filled palm flashed. Metal forms disintegrated to dust, caught in her wind, and vanished.

"Everything dies," she murmured, watching glittering particles fade. Her breathing was shaky. Something was wrong. Everything was wrong. Her head–

"I WILL NOT DIE."

"The Time War ends," Brittany replied through lips she couldn't stop from trembling.

"I CAN NOT DIE. I CAN NOT–"

The room fell silent as the master Dalek's ship joined the rest in oblivion. A slim figure, arms out stretched, stood alone before a man on his knees. Only the hum of the ship around them left, and piles of wires making up the abandoned Delta Wave remained around them. The girl couldn't move. The weight of the time Vortex felt like it was grinding her very being.

"Brittany," he tried, "Brittany, you've done it. You've saved us, now stop."

She didn't move. Tears trickled down her cheeks again.  
"Just let go."

"…How can I let go of this?" she asked. Her lip quivered. "I can heal everyone. No one ever has to die."

Reaching out with her mind and the power coursing through her veins, mind, and soul, she found the mohawked captain they had traveled here with lying in a pool of his own blood. He had fallen after a valiant last stand against the aliens she herself had just vanquished. She felt him gasp, heaving upright, and clutching at his chest where he remembered bullet holes being last time he'd checked. Or been alive.

"But this is wrong, Brittany!" The Doctor's voice brought her back again, "You can't control life and death!"

"But I _can_."

He stared once more, horror pushing out concern on his face.

"The sun, and moon. Day and night. Life and death. I can control it all," she paused, voice wavering, "but why do they hurt?"

"The power is going to kill you. Please–"

"I can see everything. All that is, and was, and ever could be…."

He stood, finally, searching her face. Looking for something in her eyes, "That's what _I_ see. All the time. Doesn't it drive you insane?"

She looked up at him with a grimace of a smile, "My head. I think I'm dying."

He smiled warmly at her, opening his arms, "Come here. I think you need a doctor."

She stepped into his embrace, sinking into the familiar comfort of his warmth. Sobs choked her as she leaned in. Her skull was on fire. No, even that sounded better than what was happening inside her right now. The Doctor held her close to his worn leather jacket for a moment, then pulled her back. She looked up, blue eyes, meeting blue eyes, and he smiled again before leaning to gently kiss her. She smiled into it, moving her lips against his. She couldn't deny she might have imagined this on occasion, though not quite not like this. The girl could feel herself being ripped apart from the Vortex in her head, but the kiss was still nice.

He pulled back. She blinked at his grinning face. She could see a trail of light flowing from her eyes into his. Then nothing.

* * *

Something cold was pressing into her back when she woke up. Something metal, and humming a pulse into her bones. Brittany cracked an eyelid open to find the familiar ceiling of the TARDIS control room. To the right pumped that tube thing that somehow powered the ship, snugly wrapped in panels of the usual haphazard mix of levers, pulleys, springs, and buttons. It felt like home.

"Welcome back," spoke an almost oddly calm Doctor from where he was manning some controls nearby (they looked like a fondue fork jammed in a toaster that was being used as a switch, and two split wires he was tapping together to some rhythm from his head).

"What happened?" she asked, wincing and holding her head while she sat up off the cold metal flooring.

"You don't remember?"

"Mm. Something about plungers and yellow?" she blinked, frowning, "I was at home. No, I was in the TARDIS. There was a light... I can't remember…"

A shaggy head hummed distractedly in understanding, but he was looking at his hand. The tube continued working steadily between them. The head turned back towards her, and he dropped the wires, stepping away from the panel he was at. The Time Lord watched her with an unreadable expression for a long moment before speaking again.

"Brittany Pierce," he smiled wistfully at her, "I was going to take you to so many places. Barcelona?" He grinned his wide, toothy grin, "Not the city, though. I mean the _planet _Barcelona_._ You'd love it. Fantastic place."

Brittany smiled nervously. He was sounding kind of crazy. Not the good crazy, either. Not the crazy she'd gotten used to, but the dark crazy. She didn't like the shadowy regret in his eyes.

"They've got dog with no noses," he laughed.

"… Why can't we go?"

"Maybe you will. Maybe I will. Maybe we'll go together," his smile was something acidic, eating away at her nerves, "But not like this."

She frowned, concerned, "Is your head okay?"

"My head might never be okay again. Or heads. I might have two! One never knows!" His broad shoulders slumped, the strength they usually gave off sliding away with the curve of his spine, "It's a bit hard to predict, this process." The Doctor deepened his voice, slowing his speech to vaguely resemble Tom Hank's from the movie she'd convinced him to watch last week, "Life's like a box 'a chocolates. Ya never know whatchur gonna get."

She started to smile again, but was cut off by a flash of light and a moan of pain from her friend. He doubled over, clutching his side, but waved her off, with a "Stay back!"

A second or two of quiet allowed him to catch his breath through the grimace twisting his features. "I absorbed all the energy of the Time Vortex, and no one is really meant to do that," he groaned, looking up at her from his braced stance against the TARDIS' dashboard, "Every cell in my body is dying. I'm… Time Lords– me– have this little trick. Sort of a way to cheat death." He tried to send her a reassuring smile through the pain, but failed, "but it means I'm going to change, and… And I'm not going to see you again. Not like this. With this face." He shook his head, "

"Before I go, Brittany, I just want to tell you that you were fantastic. Absolutely fantastic. And you know what?" he asked, grinning one last Cheshire cat grin at her, "So was I."

With that, the Doctor exploded.

A bright, sparkling orange light spewed from his limbs as his arms shot wide. It was like his body was straining as spread eagle as it could get, muscles stretching painfully, pulled away from his body with the force of whatever was happening to him. The sleeves of his old jacked rained sparks from the cuffs where his hands should be, but she couldn't see them anymore. She couldn't see any of him through the blaze bursting from his coat's collar and arms. The Doctor's torso shuddered, and she could see the shadows of something in the sparks shifting, then the light dimmed.

Brittany blinked.

This was a magic trick. It had to be. Part of her mind chastised her for the thought. Months of accompanying the Time Lord had taught her better than that. He didn't do magic.

But if this wasn't an illusion, then why was there a small, tan girl looking at her with a bewildered expression from where the Doctor had stood a moment ago, swamped by the huge leather jacket wrapped around her narrow shoulders?

She looked about the same age as Brittany herself, with wide chocolate eyes, and a delicate face framed by gently curling black hair. One of her hands was wrapped around the belt of the Doctor's pants, holding them in place as best she could with a waistband much too large for her tiny frame.

The dark girl frowned to herself, mouth twisting in distaste. "New teeth. That's always weird," she muttered. Her free hand slid over her jaw, feeling her face. "Hmm. All there. Got a mouth. Nose. Ears, okay." She reached up, eyebrows furrowing at the feel of her long hair, "That's… Kind of a lot of hair. I hope I'm not over compensating for something…" She looked down at her chest, eyebrows shooting up in at what she saw there. "I'm… I'm a girl?" she squeaked. Brittany almost laughed, but the other girl continued her exploration, the hand falling from her face to cup one of her breasts through the baggy t-shirt that was hanging off of her under the jacket, "I've never been a girl before."

Her head snapped towards Brittany, who jumped back a step in surprise. Swallowing her gasp, the blonde stood stock-still. Her shocked gaze locked on that of the new figure watching her from next to the TARDIS' controls. The… Doctor…? Dropped her hand quickly at the sight of the blonde, a blush flashing across tan cheeks.

"Oh, uh. Right. Hi. Yes, " the girl fumbled, embarrassed. Her eyes darting around the interior of the TARDIS, "Um… Where were we…" She paused, thinking, then her naturally pouty lips suddenly curled into a faint smirk, and her coffee eyes met Brittany's. "Ah, right. Barcelona."


	2. Chapter 2

**A/N: I'm starting with this set of episodes because I needed a Doctor transition, and the 10th to 11th wouldn't work.**

** Spoilers for Doctor Who season 2 ahead (and past. My bad.)** **Again, I own nothing but my mistakes. I hope you enjoy my first chapter 2 eveeerrrr...!  
**

* * *

This wasn't her Doctor.

This was a stranger.

Brittany Pierce hugged her crossed arms closer to herself at the thought. She'd spent months traveling through the stars and time with a man who she'd grown to consider possibly the best friend she'd ever had. That man also happened to have just exploded in a fiery eruption of energy only to promptly be replaced by a tiny Hispanic looking girl who claimed to be that same man in different packaging. While that might be the truth, Brittany Pierce did not trust this new person. At all.

It's not that she didn't want to. On the contrary, she very much wanted to believe those curling lips and dark, wild eyes, but it just wasn't her Doctor, and you had to admit this was all rather sudden.

The TARDIS jolted, sending Brittany scrambling for the railing around the control platform so she wouldn't go crashing into walls like the ship seemed to be. All around her were flashing lights, and deafening sounds of machinery being pushed to its limits. The black haired girl– Doctor, sorry, the black haired Doctor– was racing around, flipping levers, and pulling switches like a mad woman, all while still trying to maintain a little decorum by holding up the oversized jeans around her waist. She'd insisted there wasn't time to go change. The blonde wrapped an arm around the railing, and watched the Doctor reach to adjust a monitor that was obviously too high for her to manage. She gave a little hop at it, swinging hwr free hand towards it uselessly. Tan fingertips were barely visible past the sleeve of the old Doctor's black coat, and didn't manage to touch the screen she was aiming for. With a huff of indignation, and quiet grumbling to herself, the girl settled for kicking one bare foot (she'd abandoned the old boots, seeing as they were completely unmanageable) up onto the dashboard, bracing her body to wrench a lever on the controls into a different position. The TARDIS slammed into something again, then again, then once more for good measure, before screeching to a turbulent halt. The Doctor flashed a grin in Brittany's direction before jumping over the railing, and bolting for the doors.

"I DID IT!" the girl yelled, flinging them open, and stumbling outside, tripping over her too-long pant legs.

Brittany untangled her arms from where they'd been wrapped in a death grip on the safety rail, and stepped towards the entrance at a much calmer pace. She really hoped this wasn't a piranha planet or something, because she really just couldn't handle that today.

Luckily when she popped her head around the edge of the blue door her eyes only met with the neglected brick of an old building she remembered being not far from her house, and the dark haired girl with her arms slung around the necks of both Brittany's mother and Rory Flanagan, effectively pulling them into a slight hunch, and her balancing almost on her toes due to the couple inches of height difference.

"Evelyn! Rory! It's so good to see you again!"

The Doctor frowned, clearing her throat. She shook her head and dropped her arms from their arms, taking a step back, obviously thinking over what she'd just done. She continued in a calmer voice, "That felt weird. I didn't expect it to feel weird. It didn't used to feel weird, right? The hugging people?" She looked to Brittany for confirmation, but shrugged it off before the blonde had a chance to say anything, her attention turning back to the brunettes, "Hm. Anyway, Mrs. Pierce, Rory, I had something to tell you…. What was it…?"

The Time Lord shifted on her feet, one hand back to holding up the worn jeans, and the other tapping her lips as she tried to remember. Evelyn and Rory stared at her, bewildered. Brittany's mother looked at her daughter standing in the doorway, about to question, but was interrupted by sudden, "OH! Right!"

The Latina grinned at them, "Merry Christmas!"

The Doctor collapsed.

The rest of the group lurched towards her automatically, crouching to her side.

"Wha 'appened? Is she okay?" Rory yelped, "Where's tha Doctor?"

Brittany felt her mother and friend looking at her. She turned to glance dejectedly towards the unconscious female laying on the ground before replying in a flat voice, "That's her. That's the Doctor. Right in front of you."  
Evelyn stared at her, confused.

"What do you mean 'that's the Doctor?' Doctor Who?"

* * *

"Here," Brittany's mom said, handing her a stethoscope, "I found this shoved behind the collection of empty cigarette packs that your cat has been trying to hide under the couch. I honestly have no idea where he's getting them."

Brittany turned her head to glare at Lord Tubbington's perch on her dresser. She'd have to have a talk with him later, but right now she had to deal with the unmoving Doctor that was stretched out on the bed in her room. Surrounded by stuffed animals and posters of Britney Spears (no relation) the caramel skinned girl looked like she was sleeping. Evelyn and Brittany had sent Rory out of the room, and finally rid the girl of her oversized clothes. Now dressed in a favorite set of Brittany's flannel pajamas (the blue ones with the ducks) the Doctor looked so small, and fragile. For a second the blonde wondered if the Doctor that she used to know would look the same way, but she shook it off. He would probably have looked ridiculous, all broad shoulders and long limbs. Besides, he was gone now, and there was long black hair spread across her old pillow, not short blond.

"I still think we should take her to a hospital," her mother said.

"We can't. The FBI would take her away, and they already have enough aliens," Brittney replied, absently as she flipped the stethoscope ears into her own, "Also, I think they'd be pretty freaked out by the whole two-hearts thing."

"The what…?"

Brittany shook her head, and leaned in to gently press the metal disk against the left side of the Doctor's chest. Nodding at the steady beat there, she moved to test the other side. "Both working," she said, "We should let her rest. Let's go."

She nodded her head at the door, and they both headed out.

From an unconscious mouth in Brittany's childhood bedroom a cloud of vaporous light seeped. It curled around itself, leaving the Doctor's mouth, then out through a nearby window. It floated on the wind a moment, before lifting up and into the sky. Into space.

* * *

"So how does he change his face? Her face?" Brittany's mother asked her when they got to the kitchen. "Is it just a new face, or a new person?"

"I don't know, mom," Brittany snapped. Her mother raised an eyebrow at her, and the blonde sighed. She never snapped at people, but this was a level of frustration she didn't often have to deal with. She grabbed a bottle of water from the fridge and leaned against the counter, cracking open the top. "Sorry, mom. This is just…" She shrugged, looking down at the open bottle, "I thought I knew him, and now he's completely different. She's." She groaned, rolling her eyes and throwing her arms up. The water sloshed onto her hand, but she ignored it. "He's not even a he! Not that it really matters, but this is all just– and I thought– and then he does _this_, and I can't even…!"

Her mother stepped towards her, head tilted with a sympathetic smile. A mother's arms enveloped her sniffling daughter, holding her close like she had after countless nightmares and teasing boys had made her baby girl cry in the past.

"I keep forgetting that he– she. She's not human," Brittany mumbled to her mother's shoulder. The blonde shook her head, pulling away. She wiped at her eyes, and gave Evelyn a watery smile, "Enough about that. I'm sure I'll figure it out when she wakes up. The REAL question, mother dearest, is why you've been using my robe." Brittany grinned, blue eyes clearing of their mist, "Don't think I didn't notice. I bought you your own last year for your birthday so you'd leave mine alone."

The older woman put on her most innocent of innocent faces, feigning shock at the accusation, "I've done no such thing!"

"Mom."

"I can't believe you'd say such a–"

"_Mom_."

"…" Evelyn broke. "Brittany I miiiiissed you," she whined, half a grin twitching at one corner of her mouth, "And yours is just so much softer!"

"Moooooooom," Brittany moaned, rolling her eyes playfully, "You better not be leaving old crackers in the pockets again. Your midnight snacking leaves the worst surprises in the pockets. You remember that time you forgot about the cheese you left in the pocket? Lord T broke his diet and _attacked _me on the stairs. I could have died!"

Mrs. Pierce laughed, but was distracted when the TV caught Brittany's attention, "Mom, what's Shelby Corcoran doing on the news?"

They stepped into the living room, where their Christmas card topped television was showing the image of a professional looking woman with long brown hair. She was wearing a rather severe looking pantsuit and standing behind a podium, apparently giving a speech.

"Oh, yeah, that's the President. They're calling this America's second golden age." Evelyn gave her daughter a little side smile, "I tell everyone I can that my kid has met her."

Brittany smirked, eyes still set on the image in front of her, "More than that. I stopped WWIII with her."

On the TV the speech seemed to have finished, and the crowd of reporters had started asking questions. Brittany crossed her arms, listening.

"President Corcoran, what about those saying that the Guinevere Space Probe is a waste of money?"

One of Shelby's sculpted eyebrows arched at the question as she glared coldly over the black rims of the glasses balanced on her nose. "That's not at all true. The Guinevere Space Probe represents this country's limitless ambition. It's the first time _we've explored that frontier since the veritable shut down of NASA by the last presidency. This is an important research venture that should bring us information and technology we can't even imagine yet. You'd be hard-pressed to find something that's LESS of a waste."_

The video feed flipped to a different location where a small, excited looking man in a suit a tie, with a well-groomed beard and bald head, was speaking into a group of microphones that reporters were jostling around him, "This is the spirit of Christmas, birth, and rejoicing, and the dawn of a new age. This is what we are achieving." Cameras flashed as he continued, "Fifteen million miles away our very own miracle."

It cut to a rough graphic of a space probe moving away from the Earth's atmosphere, headed towards Mars.

Brittany looked at her mom, and waggled her eyebrows with a grin. "Look mom. Space. It's soooo fancy."

The woman laughed, and slapped the blonde's arm, "Maybe not for you, now, but for let the rest of us have some fun, will you?"

* * *

All over Brittany's hometown of Lima, Ohio the Christmas season made itself obvious. The crisp chill in the air, nipped at noses, and fogged breath. Shimmering lengths of ribbon and holiday lights, their reflections glinting in the shop windows, linked the tall lamps on Main Street. A brass band of Santa look-alikes played a jaunty rendition of Little Drummer Boy to entertain the last minute shoppers on Christmas Eve. Normally Brittany would have been delighted. Normally the traditional race to scavenge for a forgotten gift would have her bouncing on her toes with the thrill of the challenge, and anticipation for the morning's gifts. Normally, though, she didn't have an unconscious Doctor to worry about at home.

Rory rolled his eyes, shoving his hands deeper into the pockets of his winter coat as he watched the blonde frown and take another breath, knowing what was to come. She'd been talking about how weird it was to be celebrating Christmas, because while frequenting a time machine you tended to kind of forget about things like holidays, and it's not like she was ever great with a calendar. The Irishmen was trying to be patient, but there was only so much time travel talk he could handle before he snapped, and he felt like that's all he'd heard since Brittany had shown up this morning.

"So it's weird, because jumping around all these time lines you just get sort of… I don't know. Timeless. Like you don't exist in it."

He rolled his eyes again, hardly trying to hide his aggravation at this point. "Yeah, tha's facinatin.' I jus' love hearin' 'bout the TARDIS. Tell me more, Brit'ny."

The girl shot him a half smile, bumping his arm with her own coat-covered elbow, "Oh, come on."

"Nah! Really!" He grinned sarcastically, masking the bitterness he felt at the thought of just how far away from him she was now. Miles and years.

"Go on, tell another one. I could listen ta' tha' all day." Another eye roll, this time joking, "TARDIS this, TARDIS tha'. Oh! This one time, the TARDIS landed in a biiig yellow ga'den fulla spaghetti people."

"Shut up," Brittany laughed, "I don't sound like that."

"O' course not. I got an accent."

She smirked at him as they turned a corner, heading for another row of shops, "It must drive you crazy, me talking about this stuff." She shrugged. Surveying a window display of shiny glass trinkets, "I don't know why you haven't given up on me."

He shook his head, "Tha's th' thing. You don't rely on me, I don't go changing my face."

She stopped, facing him with a faint frown. The blonde looked like she wanted to argue, but she just looked away with a soft, "…yeah."

Rory started walking again, thinking maybe he'd earned a break from the constant topic of aliens and Time Lords, but he threw up his arms at her next words.

"But what is she's dying?"

The boy spun around, irritation evident on his face, "Are ye serious righ' now? Can ye jus' let it be Chris'mas?" He grabbed her hands, pleading through his frustration, "Jus' you, me, yer mum, an Chris'mas. Like always. No Doctor. No bog monsters. No life or death."

She looked at him for a long moment, then, "…. Yeah." Brittany nodded, biting her lip softly, "Yeah, I guess I could try."

"Promise?"

"Yeeeees, now what am I going to get for my mom?"

Rory smiled at her, and they turned to continue their shopping trip. The two glanced into window displays, and street vendors, accompanied by a steady 'God Bless Ye Merry Gentlemen' from the band still playing in the chilly night. While Rory babbled on to himself, and probably to her, Brittany glanced towards the musicians. A small smile had been curling the corners of her lips, but it wavered as she focused on them. They all wore Santa masks, which were slightly unnerving by themselves, but then the trombone player turned to look at her. Directly at her. Brittany looked away towards her friend, then back to the Santas. They were closer now, stepping in time with the slow beat of their song, but making their way towards her. The smile fell to shatter on the street. The band members had all turned to her, and were settling their instruments under their red clothed arms, bells pointed at where she stood. Her eyes went wide. Brittany whirled around, grabbing Rory's arm with a shout, "GET DOWN!"

The two teens dove to the street, landing hard on their stomachs as the vendor they'd been glancing over exploded into flames. Brittany scrambled to her feet, followed quickly by Rory, and bolted down the road. Behind them they heard a trumpet firing bullets into displays, and the roar of a flame-throwing trombone.

"They're after us," Brittany yelled to her friend, "Keep running!"

People were screaming, as shots continued following the two of them. Chaos had been unleashed on the street, and no one knew why. Rory ducked behind cars and displays with the blonde, darting through terrified pedestrians. Sparks flew around them from near misses by the masked musicians. This was really just rude, and not in the spirit of the season at all. Brittany stumbled too far past a large gift decoration set under the town's huge holiday tree and almost met her end by way of a bazooka blast from a tuba. She scampered back just in time to evade both it, and kept running, tugging the brunette boy along with her. The tuba's strike slammed into the tree's trunk, and sent it crashing down onto the Trigger-man. Trigger-alien. Whatever.  
Rory shot a look over his shoulder, and caught sight of a metal Santa mask spinning on the crosswalk. He gulped, and turned back to face front in time to slide into the back of a taxi Brittany had flagged down.

One of them stuttered an address to the driver, and they started moving. Brittany felt like she was going to melt into the leather seat. A tinny holiday tune hummed from the speakers while the teens tried to catch their breaths.

Finally Rory spoke up, "Wha' th' HELL was tha.'"

Brittany shook her head, blonde hair flicking around her shoulders. She glanced at the driver to make sure he wasn't eying them, and answered in a low voice, "They're after the Doctor."

"Can't take you enehwhere," Rory said, rolling his eyes again, "I go shoppin' with ye, an we ge' attacked by a brass band."

The blonde dug through her pockets, pulling out her phone. The boy looked at it, "Who'er ye callin'?"

"My mom. I have to warn her."

She brought it to her ear, but got nothing but a busy signal. Growling, she dialed again. Still nothing.  
"It's busy. She's not picking up." She sat back, bringing one of her hands to her mouth so she could take out her nerves on her nails. They could only hope to make it in time.

* * *

Brittany flew into the house, slamming the door off the wall and ignoring the crack of plaster the knob left behind.

"Mom? MOM!" She found the woman standing in the living room, phone to her ear. The blonde flung her arms around her mother, "Oh my god, mom, I thought we didn't make it in time."

Her mom pulled back, giving her a bewildered look before talking into the phone, "Brenda? I'll have to call you back. Yeah. Okay, honey, I'll talk to you later. Merry Christmas."

The call ended with a beep, and Evelyn looked back at Brittany. "What happened? Are you okay? What do you mean, 'in time?'"

Brittany shook her head, Rory shuffling awkwardly in the hallway behind her, "Mom, I've been calling forever. We were attacked–"

"Attacked?!"

"–but I couldn't figure out why. I figured we weren't important, but we have something very important sleeping in my bedroom."

"The Doctor?"

The blonde nodded franticly, "Right. It's not safe here now, so we've got to find somewhere else to go. Is Grandpa home? Oh, no, he moved to Florida, Um, how about… Rory!" She spun towards him, "Your friend what-his-face. The one with the hair, does he still live around here?"

Rory jerked in surprise at suddenly being part of the conversation, "Ah, um, yeah. O'er on Oak Circle, I think."

Evelyn shook her head, "We can't go anywhere, it's Christmas Eve. It's not like they followed you here, right?"

Brittany didn't answer. She had paused, staring at the decorated tree standing in the corner of their living room. "…. Mom, where'd you get that?"

"Get what?"

"The tree."

"Wha– I thought you got it."

The blonde looked at her, confused, "How would I get it?"

The woman shrugged, "I don't know. You went out shopping with Rory, and there was a knock on the door. Some guy said it was a delivery and dropped off a tree. It was already decorated and everything."

Brittany stared at her, "I didn't buy you a tree. I had to borrow twenty bucks from Rory, and I didn't even get a chance to spend it."

"Can I have that back, then?" Rory cut in hopefully.

"Shh, Rory, not now. There's a mystery tree in my mom's living room."

Mrs. Peirce snickered, then, "But wait, if it wasn't you, who was it?"

They all turned towards the tree, eying it warily. Brittany's mother took a step away from it, and all the lights on the pine flickered to white.

"You've got to be kidding me," Brittany muttered.

The tree and started playing a scratchy recording of Jingle Bells, and the bottom third of the pine started spinning left, the middle twisting right, and the top left. The branches sped up their movement, and the tree lifted itself off the carpet.

"This is the worst Chris'mas ever," Rory toned, dully.

The humans scattered. The green clad boy jumped forwards to try slowing it down with a nearby chair, while Evelyn ran for the door, and Brittany to her room.

The blonde stood in the doorway for a second, frantically trying to figure out how to get the girl out. Her mom popped up over her shoulder, "What are you doing? We have to get out!"

"We can't just leave her!"

They ran into the room, hearing what sounded like a chair hitting a wood chipper from where they'd left Rory. By the time Brittany had crouched by the Doctor her friend had run in, covered in more saw dust than she remembered him wearing previously. Her mother was almost hysterical, waving her hands towards the door, "We've got to get out, just leave her, let's go!"

They heard something shatter. The older Peirce peeked out the doorway, and paled, jerking back, letting Rory fling the door shut. The two of them struggled to shove Brittany's dresser in front of it while the blonde herself leaned over the Doctor's prone form, pleading loudly for the Time Lord to wake up.

The wooden door rattled against the dresser violently, the shrill Christmas carol still sounding from the other side as the attacker tried to get in. Rory braced himself against the dresser, and Evelyn put her ear to the door. Brittany shook her companion desperate for any sign of life. The rattling sound shifted to the dreaded wood chipper noise, and Rory backed away, pulling Brittany's mother with him. Brittany jumped up, running to the old leather jacket they'd peeled off the Doctor earlier. Shuffling through the pockets, she came away with the sonic screwdriver that always remained, somehow, the Time Lord's only means of defense. She dove back to her side, clutching at a caramel skinned hand. Positioning the pen-like machine at the angle she remembered her blond doctor holding it, she wrapped the other girl's fingers around its metal and gently set it over the girl's stomach just as the door blew inwards, blasting her old dresser to pieces, and throwing Rory and her mother out of its way. Framed in the opening was the still spinning tree. Somehow she thought the holidays would never feel quite the same after this.

"I'm going to get killed by a Christmas tree," squeaked her mother from where she cowered against one wall. Brittany stared as the tree hacked its way through the plaster of the doorway where it hadn't quite fit. Obviously not a problem now, judging by the tree shaped gouges where the door frame used to be. She looked back to the unaffected face of the Doctor, and jerked forwards to whisper directly into her ear.

"Help me."

The Doctor jolted upright, left hand swinging up to point at the offending conifer, a stormily determined expression on her face. The screwdriver sounded its strange wavering shriek, blue tip lighting up exactly the way Brittany had hoped it would, and the humans yelped as the tree burst into a ball of fire and fake pine needles that quickly extinguished themselves.

As silence fell all eyes turned to the Doctor. She was still frozen in the position she'd taken at Brittany's words, glaring at an empty doorway. Her arm dropped to her side.  
"Remote control," she said quietly. One black brow twitched upwards. "But who's controlling it."

The Time Lord tossed her legs over the edge of the bed, shoving the quilt off of her body, and kicking into high gear. A flash of an energetic Doctor she used to know reminded Brittany again of how similar and different old and new were, but was forgotten as the dark girl grabbed a nearby robe, and kept moving. Throwing it on, and quickly tying the sash around her waist, the Doctor shifted towards Brittany's bedroom window, and pushed it open. The rest of them crowded behind the girl, peering over her shoulders to look outside while the Doctor just stared, stone faced, down to the street.

In the moonlight stood three metal-faced Santa Clauses. One held a remote in gloved hands.

"Tha's them!" Rory cried. Brittany shushed him, staring towards the Doctor.

The Latina had a cold fire in her dark eyes. Brittany felt a chill run down her spine at the thought of that look ever being turned towards her. She hoped it never would.

The Doctor raised her arm, sonic screwdriver outstretched towards the three in the street.

At the sight of that tiny machine pointed in their direction it was like something had been confirmed. The figures took a step back and, a second later, disappeared in a blue light that covered them, then shot into the night sky. Brittany thought they looked surprisingly like the teleporter beam things from that old TV show her uncle used to make her watch. The Doctor followed the light with her eyes, relaxing her arm to her side once more.

"Tha' was it?" Rory laughed, "Wha' kinna' invasion was tha'? No' tha' bigga' threat if they're scared 'a a screwdriver." He glanced at the Doctor, "No offense."

She didn't even bother turning her head, "Pilot fish."

He tilted his head at her, "Wha'?"

The Doctor looked at him, eyes shifting with her thoughts, "They were just pilot fish–" She doubled over suddenly, falling back against the window frame in pain. Brittany grabbed her arm, afraid she might tumble out the window. She caught her up, bracing under the other girl's arms to hold her upright as her face twisted with her groan of agony. The Doctor gasped heavily against Brittany's chest for a moment before managing to speak again.

"You woke me up too soon," she gasped. Her legs were too weak to hold herself up. "I'm still regenerating. I'm bursting with energy. I can't hold it all." The girl grimaced, and exhaled a cloud of light that promptly drifted away into the night.

"You see?" She groaned again, before continuing breathily, voice rasping with the strain, "The pilot fish could smell it a million miles away, so they eliminate the defense, " she nodded to Brittany and the other two still hovering nearby in case she collapsed again, "and then they carry me away. They could probably run their batteries on me for a couple years." The black haired girl smirked a little, but it fell away when another wave of pain hit. She jerked in Brittany's arms, sliding down the wall a bit before the blonde could adjust her hold. Evelyn jumped forward, one hand going to to smaller girl's shoulder. The Doctor grit her teeth against the searing pain, and tried to carry on. "Oh god. My head," she gasped, "I'm having a neuron implosion I need–"

"What do you need?" Mrs. Pierce cut in.

"I need–"

"Tell me, tell me, tell me, you need what, pain killers?"

"I need–"

"Aspirin? Codine?

"I need–"

"A pack of ice? A vitamin? Vitamin A? Vitamin B? Vitamin C?"

"I need–"

"Is it food? Something simple. A bowl of soup? A nice bowl of soup? And a sandwich? A soup and a little ham sandwich?"

"I need you to SHUT UP!" The Doctor finally yelled, "Good God, woman!"

Evelyn looked at her daughter, unimpressed, while the Doctor crumpled against her, still taking heavy gasping breaths, "Oh. Well. The Doctor hasn't changed that much, after all."

The Latina jerked with the next wave of burning pain cascading through her veins, twisting hard enough to accidently fling herself out of the blonde's grasp, crashing against a wardrobe. She braced herself, and the others followed her, hands out to catch her if she toppled over again. "Listen. We haven't got much time," she said through her labored breathing, "If there's pilot fish, then there's a big fish, on its way." She paused, suddenly looking confused. The girl pulled her hand out of the robe's pocket and held up her find, "Why is there an apple in my pocket?"

Brittany glared at her mother, who spoke up sheepishly, "Uh, that's mine."

"You keep apples in your pockets?"

"It's Brittany's robe, I just borrow it sometimes."

Brittany cleared her throat pointedly.

"And, uh, Well, sometimes I get hungry in my sleep."

The doctor stared at her, bemused, "Wha–" Her face screwed up again, and she let out another yell of agony. She clutched at her sides and her knees gave out, sending her to the ground. Brittany caught her head before it hit the floor, and helped her sit against the wardrobe.

The girl groaned, writhing where she sat, "Brain is… Collapsing." One of her hands shot out, grabbing hold of Brittany's jacket collar, and pulling her close, "The pilot fish," she gasped, "the pilot fish mean that there is something–…Something–"

The blonde stared into burning chocolate eyes, glassing with pain. The serious expression on the Doctor's face sent that creeping fear winding up her spine again.

"There is something big coming."

The Doctor collapsed back into unconsciousness.


	3. Chapter 3

**Ooooh, maaaan. Thanks to Alex Ryzlin Gold and Sadako Mcfly for the reviews. I was debating if I should continue this or not.**

**I still own nothing. Not even my Netflix account.**

* * *

Kneeling my the head of her old bed Brittany gently wiped the light sheen of sweat from the Doctor's forehead with a damp cloth, her eyes taking in the wisps of dark hair sticking to caramel skin that had gone a sickly pale echo of what she thought it should have been. The Time Lord had, again, succumbed to unconsciousness, but this time it was a restless, shuttering sleep. The girl's body shook in waves of discomfort, her breathing unsteady, and eyes rolling under closed lids. In an effort to ignore the faint whimpers escaping the Doctor's lips, Brittany let herself be distracted by Rory popping his head around the tree-shaped hole where her door used to be. She kind of hoped he would say something, but he just looked from her to the prone form she was crouched next to. She frowned as his face hardened into an expression she couldn't place, and the boy turned away, continuing his trek to the living room. The blonde sighed to herself, shaking her head a little before looking back to the agitated face on her pillow. On top of the mysterious "something big" that was coming, and not being able to depend on the Doctor waking up to help them, Rory was being weirdly tense again. Another sigh. She brushed her fingers lightly over the Doctor's cheek, pushing a few slightly damp strands of the other girl's hair back behind her ear before standing. One last glance, skimming over the small, twitching body under her faded old quilt, and Brittany made her way towards the sound of her Irish friend asking to use the computer to look something up.

When she entered the living room her mother was looking at the clock, muttering about it being midnight, and stirring a few cups of tea on the coffee table, while Rory clacked away on the Pierces' laptop.

"Any change?" her mom asked, handing her a steaming mug. It was her usual cup, but the yellow paint on its sides seemed inappropriately cheerful considering how the day had gone so far.

Brittany shook her head, gloomily, "She's getting worse, and I can only hear one heartbeat, now."

She perched on the arm of the sofa, blowing on the tea in her hands as a half-hearted attempt to cool it, and glanced at the TV. It was still on the news broadcast. An older man with short graying hair was chattering away about something she couldn't bother to listen to until the little graphic of a space probe slid into place by his head, indicating their next topic.

"_Scientists in charge of NASA's mission to Mars have just reestablished contact with the Guinevere I Space Probe. They're expecting the first transmission from the planet's surface in the next few minutes."_

The broadcast flipped to the bearded man she remembered from earlier, again speaking into the microphones of excited reporters.

"_Yes, we are. We're back on schedule. We've received the signal from Guinevere I, and the Mars landing would seems to have been an absolute success."_

"_Is it true that you completely lost contact with it earlier tonight?" cut in an off screen reporter._

"_Y-Yes. We had a bit of a scare earlier when Guinevere seemed to fall off the scope, but was just a blip. It only disappeared for a few seconds. She's fine now. Absolutely fine," the scientist reassured, quickly, "We should be getting the first pictures transmitted live any minute now, so I'd better get back to work. Thank you." He nodded and hurried away from the cameras._

" 'ere we go," Rory piped up, "Pilot fish." The two women turned to look at him as he pointed to the screen, apparently reading. Brittany wondered if he had an accent when he read in his head, too.

"Scavengers, li'e th' Doc'or said. Tiny, but, th' little fish swim along si'e the bigga' fish."

"Like dolphins?" Brittany asked.

Rory blinked, "More li'e sharks. Grea' big sharks. So th' Doc'or meant we got th' little fish, an' now we get th' sharks."

Brittany started blankly at the shark picture on the computer screen. "Something is coming," she said softly, her voice ominously heavy. Her grip on the yellow mug tightened. The image on the TV screen stuttered. Lines of snowy static breaking the video feed for a moment.

"How close?" She asked.

"Dunno. Can' tell, but the pilot fish dun swim far from th' bigga' fish."

"… Then it's close."

"Pretty weird rocks…" murmured her mother, tilting her head at the screen. Brittany looked to the television again. It was mostly static now, but through the distortion she could pick out a faint image, slowly coming into focus. Blue eyes widened.

"That's not rocks." She stood, setting her tea on the coffee table, and stepping towards the blurry screen. The lines of static leveled out for a moment, hesitating long enough to catch a clear picture of large red eyes glaring into the camera from behind what looked like a mask made of carved bone.

"_This is coming to you live from the depths of space on Christmas morning!" cheered a commentator in the background._

The three leaned in, much like the rest of the viewing audience across the world, both fascinated and terrified by the fuzzy, but steady image on their screens. Suddenly with a violent, rumbling yell the face jolted forwards, the video feed filling with the sharp yellow teeth of the bone mask. The creature's roar sent them all jumping back, yelping and tripping over themselves. The news anchor came back on, looking shaken, but carrying on in a commendable show of professionalism.

"_As you've just seen, all across the world, these images seem to be the first proof we've ever had of alien life forms."_

Brittany, Evelyn, and Rory all just looked at each other. The sharks had arrived.

Miles away the bearded scientist was being ushered into a secret room of a secret building by a team of secret service agents. The narrow hallway opened up into a large room with walls made of what looked like hollowed out stone. The man made cave had been filled with a grid of desks an low cubicle walls all facing the front wall where a gigantic projector screen scientist felt the large hand steering him by one arm tug him to a halt behind a smartly dressed woman conversing quickly in low tones with what seemed to be a general of some kind. As soon as the hand left the scientist's arm the woman turned, and his entourage of agents promptly retreated, disappearing into the crowds of researchers and military personnel manning computer stations and phones around the room. The woman put out a hand for him to shake.

"Shelby Corcoran. President of the United States of America," she introduced.

He shook it nervously, "Uh… Y–Yes, I know who you are, Madam President. I'm Dr. Llewellyn. I suppose I just ruined your Christmas."

"I'm never off duty," she said firmly, "Now, we've put out a cover story. Jacob is handling it."

She gestured towards a small man with glasses, and a thick puff of hair on his head. The man clicked his bluetooth off, and looked up at the scientist.

"Saying it was a hoax," his voice was irritatingly high, and obnoxiously nasally, "Kids hacking the signal as a prank."

President Corcoran didn't seem to enjoy listening to him either, if the faint twitch of her eye was any indication.

"I don't suppose it really was a hoax, was it?" Llewellyn interjected.

Shelby ushered him away from her employee, "Unfortunately no, or we could all go home." A runner handed her a cup of coffee as she passed, and she took a sip before continuing. "The transmission appears to be genuine, and this seems to be a new species of alien. At least, not one we've encountered before."

He frowned, confused, "You seem to be talking about aliens as a matter of fact."

"There's an act of congress banning my autobiography," she stated simply without pausing.

A tall black man in a decorated army uniform called her attention over to a woman wearing a headset, typing at a computer station, "Ms. Hollingsworth here can explain."

The woman stood, tossing the headset down, and shaking out her dirty blonde hair.

The President looked her over. "I don't believe we've met," she said firmly, "Shelby Corcoran. President of the United States."

The woman blinked, "Yes, I know who you are…. Uh, right. We've found that the transmission didn't come from the surface of Mars. Guinevere I was broadcasting from a point 5,000 miles _above_ the planet. In other words... the aliens have a ship, and the probe is on board."

Llewellyn frowned, "If they're not on the surface right now, then they might not even be from that planet at all. Maybe they're not actual Martians…!"

The army major looked at him like he had just said the most obvious thing in the world, "Of course they aren't. Martians look completely different."

Llewellyn stared.

"We think the ship was already in flight and just happened to come across the probe."

"And it's still _moving,_" the blonde emphasized, "We've got it on the Hubble array." She turned to open something on her computer, pulling it up onto the huge screen that stood at the front of the open room."

"Moving where?" Shelby asked, crossing her suited arms across her chest.

"Towards us."

"How fast?"

"Very."

On the screen was a graphic approximation of the inner section of the solar system. It zoomed in to show just Mars and Earth. A pinging spot of light marked where the ship was making its way from the orbit of the red planet towards the blue.

"What was your name again?"

The blonde glanced up, "Sally, ma'am."

Shelby stared at the screen, trying to keep her face stoic, "…Thank you, Sally."

* * *

"Brittany!" Rory yelled, gesturing for her to come look at the computer screen, "Loo' a' tha. Th' govn'ment's trackin' th' ship."

Brittany whined to herself, wishing he could talk like a normal person instead of in his weird half-leprechaun language so she wouldn't have to give herself a headache trying to understand him. She hopped over to him, leaning over his shoulder. The screen showed a blinking dot between two not blinking dots, one red, one blue.

"It's big, fast, an' commin' this way."

She frowned, "For what, though? The Doctor?"

He shook his head, "Dunno. Could be for all o' us."

The map changed, transitioning into the shape of a number of red-eyed bone masks. The one in the middle was bobbing like it was talking, and the laptop's speakers started growling out something that might sound like words if you were speaking German with laryngitis and were also a mountain lion-alligator crossbreed with a lisp.

They squinted at it, trying to pick up anything recognizable.

"Do ye have any idea wha' they're sayin'?" Rory asked.

The blonde shook her head. She was surprise she was still understanding most of what _he _was saying, let alone what liongators were saying. The growling speech seemed to end, syllables dissolving into what seemed like a roar of approval from the masked aliens. The leader brandished a menacing looking sword over his head, yelling his cry along with the rest.

"I don't understand them. The TARDIS translates languages inside my head all the time. Wherever I am." She felt her distress tightening her chest again, "It's not working."

The Irishmen looked at her, "Why not?"

She shook her head, never taking her eyes off the bone faces cheering on the computer, "I don't know. Maybe it's the Doctor." She glanced over her shoulder to where the Doctor was laying up in her room, "Maybe she's like a wire, or something. Without that wire the circuit is broken…."

Her voice trailed off as she felt the burn of tears trying to form in her eyes at the thought of her traveling companion. Part of her still felt like this was the tan girl's fault. If she'd never showed up… If she'd never taken Brittany's wide-lipped friend away in that burst of light then it wouldn't be up to them to save the world by themselves. She stepped back from Rory so he wouldn't see her face twist against her will. She was overwhelmed. Her childish, laughing Doctor was gone forever, and would never be able to save her again. Instead of a tall yellow haired man shrieking his glee at having thought up a brilliant new plan to save everyone and make it back in time to stop for ice cream there was a comatose Latina writhing helplessly in her bed, and, apparently, leaking beacons of energy that call alien brass bands to make holiday decorations attack them. Brittany walked into the empty hallway. She slid down the wall, wrapping one arm around her knees, and pressing the other against her mouth to muffle the quiet sobs. The Earth was probably about to be obliterated and her Doctor was gone. In the house she grew up in, the sounds of Rory typing in the living room, her mother shuffling around in the kitchen, and a girl fighting just to survive upstairs…. Brittany had never felt more alone.

* * *

Shelby shifted, her hands clasped behind her back, and eyes trained steadily on the information filled screen on the front wall of the room. She ignored the bustling around her except for the dark skinned army officer sliding up to her, his gaze matching hers as they both watched the data stream by.

"How far off is the ship?" she questioned.

"About five hours, Madam President."

A newscaster showing on a near by monitor spoke up, _"Speaking strictly _off_ the record; Government sources are calling this… Our longest night._"

A moment of relative silence passed between them.

The woman turned to him, "I don't suppose we've had a code 9? No sign of the Doctor?"

He shook his head regretfully, "Nothing yet."

She tried not to sigh too heavily, and looked away again, rubbing at her mouth in thought. She had hoped he'd show by now, and didn't have any way of contacting him.

"You've met him, haven't you?" the man asked quietly, his curiosity obvious behind dark eyes.

She nodded mutely.

"He's the stuff of legend…"

"He is." The woman pressed two fingers against her temple, hoping to stave off the threatening migraine, "Well, in case he doesn't pop out of the woodwork, what about Torchwood?"

His jaw went slack for a split second before he could catch his surprise.

"I realize that I'm not suppose to know about it, I do. Not even the United Nations knows, but if there were ever a time for them to be called upon– this would be it." She leveled a glare at him, daring him to deny it.

"I– I can't take responsibility," he stuttered.

"I can."

She kept her gaze steady on him as she stared.

"See to it. Get them ready."

He nodded curtly and moved away to comply as another aide jogged over.

"Madam President? We've got the translation software almost completed, and a translation to show you."

Shelby gestured for him to set the laptop he was carrying down an unused desk. On the computer showed a recording of the aliens' last broadcast, and a box where the English approximation of the unknown language was.

"Alright, so it starts with 'people,'–which could also mean 'cattle'– 'You belong to us. To the Sycorax'– not Martians. They seem to be called Sycorax–'We own you. We now possess your land, your minerals, your precious stones. You will surrender, or they will die.'" The young man glanced up at his president, "Then, 'Sycorax strong, Sycorax mighty, Sycorax… rock.'– as in the modern sense, they rock."

Llewellyn had joined them by now, "'_they'_ will die? Who is 'they'?"

The aide shrugged, "I don't know, but it is the correct pronoun. It's they."

"Send them a reply," Shelby cut in, "Tell them that this is a day of peace on planet Earth, and that we extend this peace to the Sycorax, but that this planet is armed, and we do. Not. Surrender."

He nodded, hesitantly, and jotted down her message before gathering up his computer and heading off.

* * *

Brittany bit at her thumbnail, deep in thought. She stood leaning against what was left of her door frame, looking over the sleeping form of her mother where the woman had accidentally draped herself over one side of the bed after falling asleep wishing she knew what the Doctor needed to wake up safely, and the Tme Lord herself, now having fallen into a less fitful rest.

Rory stepped up next to her, brown eyes raking over the scene.

"The Doctor wouldn't do this," she mumbled, brow furrowed in what Rory worried might become a permanent crease soon, "The old Doctor. The _real_ Doctor. He'd wake up and save us."

He glanced at her, then back to the sleeping shapes inside her room. When he spoke again it was a solemn voice. "Ye really loved 'im, didn' ya."

The fidgeting of her hands stilled, blue gaze never shifting.

She sighed softly, "I don't think I ever had the chance to find out."

Brittany let her head fall to rest on his shoulder, then turned her body to hug him, needing his solid shape to reassure her that maybe all wasn't lost. That she wasn't completely alone. That…. She didn't know. She just needed someone to comfort her. Her friend wrapped his arms around her, his eyes softening from their unreadable wall to a faintly bitter sadness as he watched the unmoving body of the new Doctor over the embrace. Longest night, indeed.

* * *

"Here comes the response!" Sally yelled. Everyone paused what they were doing as all attention turned to the large screen. The image switched from computations and maps to a video feed of yellowed bone masks. The apparent leader growled at the camera, and threw a hand into view. A vibrant blue light pulsed over the appendage leveled at them, but nothing else happened.

Shelby frowned, "What was that?"

The large soldier kept watching the feed, "It looked like someone casting a spell…"

The aide sitting to the right of where the President stood clicked away at his translation software, but shook his head, "I'm not sure. It might be another kind of language– some sort of ideogram, or pictogram…"

Sally Hollingsworth stepped away, face blank. With a swish of dirty blonde hair she joined up with a number of other empty-faced personnel who were walking as a group towards the stairwell.

"What the hell?" Dr. Llewellyn shouted, jumping up from his chair nearby. The group jostled through their stunned co-workers without the slightest acknowledgement of anyone else in the room, a blue pulse of light echoing around their heads. The armed guards by the doors brought their weapons up, pointed at the bodies shuffling towards them.

"It's the same light as the alien!" the scientist cried, "Don't hurt them! I don't think they're in control right now!"

"But what's happening?" Someone yelled, "Where are they going?"

In Ohio a blonde head cocked at the front door. Outside she could hear a frantic shouting. Quickly the Brittany darted to open the door, popping her head around it to see what was happening. In the early morning hours she saw her neighbor trudging down the road, his wife shrieking for him to please stop. She kept asking him what he was doing, and pulling at his robe, but receiving no response.

"What's going on?" Brittany called out.

A scared face turned to her, the woman's arms letting go of her husband for a moment, "I don't know! He won't listen, and he won't stop walking." The woman hurried to catch up to him again, mumbling as she moved out of earshot, "And there's this… light thing…"

Brittany stepped outside, watching them continue off. She heard the door shut as Rory joined her, staring down the street. Following his gaze the blonde gasped. The street was filled with people. Expressionless figures followed by distressed loved ones trying to get answers from them. There both individuals, and chunks of families locked in the haze, the remaining members frantically hovering around them in terror, begging them to respond. A pajama clad parade of zombies making its way steadily down her block.

"They're all going to the same place," Shelby stated said over her shoulder. She and scattered members of her staff were in the stairwell with the still unresponsive mob. The cinder block walls pulsed blue with reflections of the light thrumming around silent heads. A few paces behind her walked the uniformed black man, a phone to his ear.

"President Corcoran," he said, nodding to her over the shorter heads of the crowd, "They're saying it's not just here. This is happening all over the world. They all seem to be heading towards the highest buildings they can find."

Dr. Llewellyn's head peered down over the railing at them from a flight above, face pale under his nervously twitching beard.

"They're going all the way up," he yelled to them, "They're going to the roof."

Brittany stared in shock as lines of people she grew up with climbed the stairs of the fire escape on the outside of an old apartment near by her house. On the roof she could see silhouettes shuffling closer and closer to the edge. A mass of people stood there, probably a foot from falling, and then stopped.

The aide turned away from his computer solemnly, looking to his president, "According to current estimations it's about a third of the population right now."

"Surrender or they will die…" the scientist recited to himself. His wide eyes went to the army man next to him on the roof, "Or they will _all_ die…"

"What do we do?" Rory asked.

Brittany stared at the building a moment longer. "Nothing. There's no one to save us," she said, hopelessly. "Not any more…"

"Wait a minute," the aide shouted, jumping up, "There's a pattern!"

Shelby's head snapped in his direction.

"All these victims seem to be families. Brother and sister, father and daughter. Family groups, but not husbands and wives."

"Oh my god," Llewellyn cried softly, having just returned from the rooftop. The horror creeping into his voice snagged everyone's attention, "It's Guinevere I."

The bearded man looked at the aide, "Do you have medical records for all of your staff?"

While he nodded, and hurried to pull them up, the president moved to stand beside the tall black man.

"Anything from Torchwood?" she asked quietly.

"Still working on it. Bare in mind that they _have _just lost a third of their staff–"

"But do the have what we need?" Shelby snapped.

"… Yes, ma'am."

She glared at him, "Well, tell them to hurry up."

The officer nodded silently, and stepped away.

"Here we go!" the scientist yelled, skimming over the file in front of him, "Sally Hollingsworth. Blood type: A positive. Who else walked out…? Luke Parsons: A positive. Martin Baxter: A positive. That's it." He looked up at the frosty brunette woman, "They're all A positive."

"How many A positives are there in the world?" the aide asked.

"No idea, but I'd be willing to bet it's one third."

"What's so special about that blood group?" Shelby asked.

"Nothing. Except…" he sighed, "This is my fault."

Llewellyn clicked something and a window opened on his screen. It was a list of things, and a graphic of the space probe. "Guinevere I has one of those plaques about the human race in case–" he shrugged, "Well, in case any aliens came across it… It's a message to the stars. We didn't expect anything to come of it, but I put in maps and music and songs… There are wheat seeds, and water and…" he looked up, regretfully, "and one vial of blood. A positive. I don't know how, but with that somehow they–"

"They control the blood," President Corcoran's face was hard. "…There's just one more thing I can try. Major come with me."

* * *

The news broadcast cut off suddenly. In a blink the graying anchorman was replaced with the image of a stone-faced Shelby Corcoran sitting with her hands clasped on at massive wooden desk. Behind her were a few large American flags and a window overlooking Washington D.C.

"_Ladies and gentlemen," she began, "I'd like to take a moment during this terrible time to speak with you. As you know, this crisis is unique… And I'm sorry to say that it might get worse. I have to ask you all to remain calm, but I do have one request." _Her eyes flicked away from the camera for a second before returning, filled with a queasy mix of determination and despair_, "Doctor, if you are out there…" _

Brittany felt that helpless feeling grasp at her chest again.

"_We need you. I don't know what to do. If you can hear me, Doctor… If anyone knows the Doctor… If anyone can find him…. The situation has never been more desperate."_

The blonde swallowed her threatening sorrow, turning away.

"_Help us."_

She walked out of the room quickly, leaving her mother and Rory still watching the president's last-ditch effort to reach humanity's only hope.

"_Please, Doctor. Help us." _

Her blue eyes blurred with tears she didn't know she had left. She made it to her bedroom, but couldn't bring herself to step inside. A sob broke through her pale lips. From the doorway the girl could see that last hope. A dying Doctor wrapped in her favorite pajamas. Motionless.


	4. Chapter 4

**A/N: Ok, I get that I was maybe a little overemotional because of the election results, but Mushaboom21, that one line in your last review "I hope Santana can take Brittany to planet Barcelona" had me all kinds of mushy inside.**

**Thanks again to Alex Ryzlin Gold, Sadako Mcfly, as well as new reviewers, Saika Garner, Mushaboom21, and guests for popping in.**

**I split this chapter it into 2 because it was easily twice the length of the previous chapters, so the next one will be up in the next couple days (after I look over it for edits), and I'll finally be done with this singular episode. Haaaaaa...**

**Still own nothing.  
**

* * *

Evelyn Pierce hated watching the heartbreak playing out on her daughter's face, but really, there wasn't anything she could do to fix it. Over the past year of living in an empty home she'd thought that greatest pain she could feel was the uncertainty that plagued the days or months between interstellar phone calls. Knowing that the life of her only child was almost constantly at risk shook her to her core. Some days she woke up feeling sure that the bright spot in her life that was Brittany had died moments ago while she was dreaming. There were many nights she had fallen asleep clutching the plastic of her phone close to her so she wouldn't miss it if it rang. Now, though, taking in the shaking shoulders of her baby girl in the doorway, she thought that old pain paled in comparison. The helplessness of seeing her daughter breakdown, mourning the loss of someone Evelyn hadn't ever quite understood, despair etched in her every movement… This was surely worse.

The woman approached quietly, gently reaching out to pull her blonde into an embrace. She rubbed her hands over the girl's back, whispering hushed sounds of sympathy as Brittany cried into her shoulder. It was the best she could do for now.

All of a sudden the windows exploded inward, and she shrieked, instinctively wrapping an arm around to protect her child's head and twisted them away from the flying glass. Outside the glass of every building on the street was blown out, curtains billowing in the sudden wind as a sonic blast ripped through the air.

Back in that secret room of government and military officials a siren screamed its warning. The room quaked, sending people ducking for cover under their desks.

"A sonic wave!" Llewellyn yelled above the din, "The ship has entered the atmosphere!"

Rory ran outside, sneakers crunching against broken glass scattered on the road. It seemed darker than the last time he'd been out. Slowly his muddy brown eyes shifted up towards the clouds. Brittany and her mother quickly joined him, eyes locked on the sky. Moving over the roof of their home was something unlike anything they'd ever seen (except maybe Brittany, who was a little more experienced in these sorts of things). Overhead, with a low, bone rattling hum, flew what initially looked like a huge, slow moving asteroid, but a second look brought notice to metal spikes and strange mechanical modifications littered across the cratered surface.

Brittany swallowed hard. That ship must be at least a couple miles long. Tearing her eyes away from the end of the world floating above her the girl ran back into the house, Rory and her mother following quickly. Darting into her room, she tore the blankets off of the frail Doctor, shouting over her shoulder.  
"Rory, we've got to carry her, come on. Mom, get food, or whatever you can carry. We have to go."

"Bu' where are we goin'?"

She flipped open the folded robe, and started pushing the limp limbs into its sleeves, "The TARDIS. It's the only safe place I know."

"But what are we going to do there?"

"Hide."

"It's that it?!"

She blew a lock of hair out of her face, trying not to lose her temper, "Mom, there's a giant rock ship outside the window. Aliens. Are. Invading. I don't know what to do, alright? I've traveled with him– _her_, and I've fought battles with her, but when I'm stuck here at home I'm useless! Now all we can do is run and hide. I'm sorry." She glanced at Rory, then back to her mother, sliding her arm under the Doctor's back to shift her upright, "Now let's move. Someone grab Tubs."

"They're transmitting. It's coming on screen now," the bearded scientist said as Shelby brushed past him towards the projection screen. She was the very image of solidarity, flanked by the army major and the dark haired aide who was clicking away on a handheld electronic. The bone masks leered at her again, growling in a slippery tongue.

The aide spoke up, reading from the translation filling his little screen, "_Will the leader of this world… Stand forward?"_

Shelby Corcoran stepped forward, separating herself from the men, "I represent this planet."

"_Come aboard_." The aide looked at her in surprise.

"How do I do that?" she asked the digital faces. The speaker nodded, and gestured something. The president, major, aide and scientist instantly started glowing a light blue that grew quickly brighter.

"W–What's happening?" Llewelyn said, nervously, looking to the president's back.

She paused, looking around, "… I would assume it's called a teleport."

In the blink of an eye they disappeared in a blinding flash of light streaking up through the ceiling. The next thing they saw was a gigantic stone chamber that seemed to be carved from the asteroid itself, though Dr. Llewellyn imagined that would have been a pain in the ass to make airtight for space travel. Surrounding them were a series of roughly hewn platforms, all at different levels and stacked to the impossibly high ceiling where a handful of tattered banners hung down nearly to the floor. Standing on those platforms were crowds reasonably humanoid figured draped in crimson robes. Their large red eyes glinted behind yellowing bone, and long swords flashed in reflected torch light at most of their hips. It seemed remarkably archaic for a space-fairing society, but it obviously appeared to be working for them.

One body broke away from the rest, crossing the space between a ground level cluster of aliens to where the humans stood in shock. It stopped a few yards away and reached up to the mask sitting over its face.

"It's a helmet," the scientist whispered, "They might look like us…!"

The alien pushed the covering back, revealing a scarred looking face covered in reddish flesh, striped with rough bone that formed lines over its theoretical cheeks and nose, ridges trailing up to its forehead and down to its jaw. Yellow bled into red on the rim of its irises where the alien's eyes glared out of holes in the exoskeleton-like bone. The creature's lip-less mouth was moving with the familiar rumbling speech, flashing hints of uneven, but razor sharp teeth.

"…. Maybe not," Llewellyn amended.

"_You will surrender, or I will release the final curse_," the aide read from his device. His eyes met those of the major before flicking back to the screen, "_and your people will jump_…"

The scientist pushed forward, " If I could speak–"

The black man grabbed his arm, leaning to whisper harshly in his ear, "Dr. Llewellyn, you are a civilian–"

"No, I started this. I sent the probe. I made contact with these people. This whole thing is my responsibility." He jerked his arm out of the other man's hold and stepped forward, nervously adjusting his tie, looking over the apparent leader of the alien vessel. "W-With respect, sir, the human race is taking its first step towards the stars, but…" the red being was walking towards him, "we are like children compared to you. Children who need help. Children who need compassion." He swallowed hard, his eyes pleading, "I beg of you now; show that compassion.

The bone creature tilted its head at the bearded man, and raised a hand. In it was held a whip of electricity. His eyes went wide at the sight but he had no more time to react before it wrapped around his neck with a crack. Energy surged through him, sparking over his skin and arching in his screaming mouth. A second later all that remained of him was a pile of ash that was hardly noticeable on the dirt floor of the chamber.

The major stepped forward, caught in a mixture of shock and anger, spitting his furious words, "That man was your prisoner!" His face was warped with outrage, "Surely even your species must have articles of war forbidding–"

The whip cracked once more.

Shelby stared at the nothing that was left. Her aide lurched towards the empty space, and she grabbed his shirtfront without looking over, shoving him back to where he had stumbled from. That single motion probably saved his life, for however long that was going to last. She stepped forward quickly, eyes tearing away from the sandy dirt floor– or was it all just ash. The entirety of that cavernous expanse could be dusted with the by-product of the Sycoraxian leader's weapon, and she'd never be able to tell for sure. The woman looked up at the red-rimmed irises, and held her ID up next to her face, "I'm Shelby Corcoran. President of the United States of America."

The boney face growled in rough syllables, flashing those razor teeth at her.

"_Yes, we know who you are…_" the aide read, "_Surrender or they will die._"

The president squared her shoulders, "I _were_ to surrender how would that be better?"

The alien turned away, walking a short distance to an orb of rusty orange that was set into an irregularly carved pedestal. Lifting his hand to hover his palm over the curved surface. "_One half will be sold as slaves. Or one third dies,_" the two locked eyes, "_Your choice._"

Brittany had hoisted the Doctor into arms. She was stronger than she looked, but she was still struggling under the other girl's dead weight. Rory offered to help, but had his hands full of angry feline that he was certain weighed just as much as the Time Lord. They shuffled down the sidewalk towards the blue box, the blonde turning to look at her mother when she heard a curse and the sound of something hitting the street. Evelyn was juggling a ridiculous amount of totes and grocery bags, bending to retrieve one that had slipped from her over crowded arms.

"Mom, just leave it! We don't have time!"

"It's food! You said bring food!"

"Just _leave it_!"

Evelyn huffed her annoyance, but abandoned the fallen bag in favor of a quicker shuffle away from the chaos in the streets. Hiking the Time Lord higher in her hold Brittany continued faced forward again. Turning one last corner brought them to the door of the TARDIS. Brittany promptly kicked it open, too worn out from the trek to deal with the memories of a barely masculine shriek of indignation at past scuff marks left on blue paint. A final glance towards the sky met with nothing but the underbelly of the rock ship before the little group clambered inside. The cramped looking police box exterior opened into the huge control room of the ship's deck causing, Brittany's mother to pause for a glance around while the teens stomped up the metal grating around the mess of a control panel that sat in the center of the space.

"Any chance ye can drive this thing?" Rory asked, trying to wrestle with the tabby he was holding as it started sliding out of his grasp.

The blonde shook her head, dragging the limp body to lie next to the least pointy looking section of the dashboard, and dropping her as gently as she could, "Of course not."

He looked at her, "Why no'? Ye did it before."

"Yeah, but that was…" She shook her head again, "Anyway, it's not in my head anymore."

"Wha'?"

Brittany waved a hand dismissively, bending over to brace her hands against her thighs so she could catch her breath, "The Doctor had to take it out of my head so I wouldn't accidentally blow up and rip the universe apart or something."

The Irish boy blinked, moving to lean against the control panel with his charge, "Yeah, I guess tha's fer th' best... So wha' da we do, jus' sit 'ere?"

She shrugged a shoulder, "That's all I got."

Her mother grinned to herself a couple yards away, pulling a thermos from one of her many bags, "Ah, here we go. A nice cup of coffee."

Brittany groaned, flopping herself down onto the metal flooring with a clang, "Oh, of course, mom_. _The answer to _everything_."

The older woman shot her an unimpressed glare, "Oh, quit your whining." She shoved the thermos into the irish boy'd hands, forcing him to drop the cat, which yowled in surprise, but shot away much faster than anything that size should be able to. The beast was obviously already relishing this chance for freedom. Rory juggled the canister clumsily before finally managing to catch it awkwardly with the sides of his arms and wiggling it into an actual hold while Evelyn jogged out to retrieve yet another bag she'd dropped outside the doors on her way in.

The blonde didn't respond to their antics, choosing instead to stare at the tan face a foot to her right. Rory clenched and unclenched his jaw for a moment, watching her watch someone else, then wrenched his focus anywhere other than that sight. Brown eyes landed on a small screen sitting in a tangle of multi-colored wires amongst the ridiculous controls.

"So… 'How does this thin' work?"

Brittany gave a weak shrug, pushing herself up to peer at it.

"Maybe it can ge' television. Then we could see wha's goin' on ou'side." He squinted, starting to press buttons at random, "Maybe we've surrendered. How d'ye work this?"

The girl bit her lip, blue eyes raking over the controls, "I don't know. It usually sort of tunes itself…." She leaned over, twisting a knob, and mashing a couple of helpful looking buttons.

In the alien ship above them the leader of the Sycorax started in surprise. The orb his hand hovered over was blinking a warning of some kind, causing the bone-faced creature to spin around, growling quick angry syllables at a nearby underling before turning menacingly to the two remaining humans. Shelby's aide looked down to his handheld translator, "The noise– the beeping_– _They say it's machinery. Foreign machinery." Panic was sneaking into his voice, "They're accusing us of hiding it."

The leader raised his arms, declaring something loudly to the room, and the aide rushed to translate, "_Bring it on board_...?"

"Maybe it's a distress sig'al?" Rory said, tiling his head at the little monitor. The picture hadn't changed and now he had resorted to guessing.  
"What's the point in that? It's not like anyone is going to save them," Brittany replied flatly. She fought the urge to glance at the comatose from still lying on the decking.

"Are you going to be this miserable the whole time we're in here?" the boy snapped, frustration getting the better of him for a moment.

"Yes."

He frowned at her, then quirked his lips up with a forced humor, "Well, think o' it frum my poin' o' view. I'm stuck in 'ere with yer mum's cookin'."

The blonde chuckled in spite of herself, then blinked, sitting up from where she'd slouched against the dash, "Hey. Where is she?"

The Irish boy shrugged, staring back at the empty screen. Brittany looked around, but found no sign of the elder Pierce. She stood, walking to the door, mumbling to herself as she stepped over the dark haired girl on the floor, "I'd better go give her a hand before the Earth explodes or whatever."

"Hey! Tell 'er anythin' from a box is good!" he called to her on her way down the couple steps, memories of badly burnt fishsticks and scorch marks up the kitchen wall haunting him, "She dun have ta get fancy!"

Brittany laughed, hopping down the stairs, "Why don't you tell her yourself?"

He scoffed back, "I'm no tha' brave."

The girl half turned, grinning at him over her shoulder as she grasped the little metal doorknob, "Oh, I don't know about that…" She winked and twisted back to slip out the door while he blushed from his neck to the tips of his ears, a dopey grin taking over his face.  
Stepping outside to check for her mother an arm grabbed the girl, tearing her away from the TARDIS. Brittany let out a blood-curdling scream. Her friend inside the box dropped the thermos of coffee he'd just picked up, racing towards the sound. The cap fell off, nearly sloshing the scalding liquid all over the face of the sleeping Doctor, but Rory didn't even notice in his rush out the door. Two steps outside the box he froze. Instead of the empty lot he'd expected to greet him there was a cavern of carved stone filled with ranks of aliens in bone masks. This was not at all where they'd left the time machine. A shriek to his right brought him out of his daze, and a quick glance towards it found a struggling Brittany being restrained by the strong arms of a tall red-robed alien.

"THE DOOR! SHUT THE DOOR!" she screamed at him. He spun around as fast as he could, scrambling over the dirt floor to slam the TARDIS' door shut before a charging Sycoraxian could pull him away.

Inside, oblivious to the screams and pained grunts echoing around the control room from beyond the suddenly shut entryway, the Time Lord lay next to a thermos. A thermos still dripping coffee through the deck's grating and down onto a bundle of exposed wires below with a hiss of steam and sparks.

The bone alien that grabbed her tossed Brittany into Shelby Corcoran. The president caught her up in her arms, hugging her close, "Oh, god, Brittany, you're safe. It's good to see you." She hesitated only a moment, lowering her voice to a desperate whisper, "And the Doctor? Is he with you?"

Brittany struggled to answer, finally settling on, "… No." She tried to sound calm, but was pretty sure she was failing. If her voice didn't give it away, surely her hands clutching tightly to the brunette's shoulders did, "We're on our own."

Hisses of liquid meeting hot metal continued, throwing steam and smoke up around a helpless Doctor. The body shifted, back arching with a deep inhalation, and neck straightening to face the ceiling with closed eyes. Full lips parted, letting a tendril of vaporous light escape once more.

Humans fell into a messy line, standing defensively in front of the TARDIS. The Sycoraxian leader was shouting at them, prowling nearer with every theoretical sentence. He jabbed his ornament-laden staff at them and the air to punctuate points in his monologue, causing the group to flinch away. The aide glanced at his translations again, "T_–the yellow girl_."  
Everyone's heads turned to him a he stumbled to read, "_She has the– the clever blue box. Therefore she speaks for your planet._"

Brittany looked back to the bone face with wide eyes. Her chin quivered at the sight of those razor teeth grinning at her.

"But she can't–" Shelby tried to interject.

"I can."

"Dun' you dare," Rory whispered harshly.

She twitched her head in as much of a negative response as she could manage through the blinding panic she was fighting. She took a nervous step forward, "I have to. Someone has to be the Doctor."

"They'll kill you!" Shelby hissed, jerking forward to grab her arm.

The blonde shook her off, forcing herself to take another step away, blue eyes locked on red, mumbling, "That never stopped _him_."

She had to do this. She knew she did, but everything in her screamed for her to turn back and run as far away as she could. Her Doctor was gone, though, and the planet needed a voice. If that meant she had to step up to the plate then that was what she was going to do. Pale hands clenched at her side as she gave a shuddering exhale, taking another step towards yellowed bone. At those final inches the crowd rose with a loud, grating cheer, and she couldn't help but think they were cheering for her imminent death.

"I– um… I–…" She took another shaky breath, eyes darting over the mass of raucous red aliens. She squared her shoulders, raising her voice to be heard over the noise, "I– I address the Sycorax–"  
The cavern went quiet.  
"… A– according to.. Article fifteen…" she was struggling to remember all those times she'd heard the Doctor recite this in defense of humanity. Her stomach churned nervously, "Uh– Of… The Shadow Proclamation…" A deep breath, "I command you to LEAVE THIS WORLD…! With all– with all the authority of the.., "Brittany squeezed her eyes shut, hoping this was right, "Slitheen Parlament of… Raxacoricofallapatoius." Blue eyes blinked back open. Any other time she would have celebrated having gotten that name out. She stared at the Sycorax leader, trying to continue, "And, um… The Gelth Confederacy…?"

The alien took a slow step towards her, boney head tilted slightly, "As, uh…. Sanctioned by the Mighty Jagrafess…"

Another step.

"A–and…," she pointed at him, remembering, "Ooh! The Daleks!" Another shuddering breath escaped her, "And… Now leave this planet in peace!" She glanced around, then back to the leader in front of her. God, this was terrifying.

Silence blanketed the chamber.

A harsh, rasping laugh broke the hush sharply. Brittany flinched. The ivory face before her was thrown back in wheezing laugher, quickly joined by every other red skinned creature in the cavern. The walls practically shook with their mirth and Brittany bit her lip, watching them. That's not a reaction the Doctor had ever gotten from such a proclamation.

The leader flung an arm in her direction, pointing at her while he croaked out his coarse language. She was pretty sure this wasn't going well.

"_You are… very, very funny,_" the aide read. The creature gestured in a violent motion, "_and now you're going to die._"

"YOU LEAVE HER ALONE!" Shelby yelled, lurching forward as though to fight them herself. Rory joined her with a, "DON'T YOU TOUCH HER!"

A pair of guards quickly restrained the two as the Sycoraxian continued spitting words at the blonde.

"_Did you think you were clever with your stolen words?_"

Brittany jumped in surprise as he raised his arms, yelling. The aide translated, "_We are the Sycorax! We stride the darkness!_"

She jerked again when the bone covered head appeared at her shoulder, hissing in an angry yell.

"_Next to us you are but a wailing child._" It was pacing the room again, "_If you are the best your planet can offer as a champion… _Then your world will be gutted, and your people enslaved."

Brittany blinked.

The aide blinked.

"Hold on, that's English," he said, frowning in confusion.

"You're talking English," Brittany stated to the Sycoraxian, her eyes narrowed.

The alien growled at her, shouting, "I would NEVER dirty my tongue with your primitive bile!"

Brittany pointed at him, shaking her head, "That's English."

She looked over her shoulder to the rest of the humans, "Can you guys hear English?"

They all nodded, mumbling various confirmations.

"I SPEAK ONLY SYCORAXIC!" the bone–face roared.

Brittany stared at him, "If I can hear English…" Her heartbeat started picking up to pound in her ears, "Then it's being translated… Which means it's working…" The blonde gasped, "Which means–…"

Slowly she turned around, her eyes creeping over sand, and then wood. Everyone else followed her gaze, too, up over blue paint and a doorframe set with narrow double doors. Those narrow doors swung inward smoothly, revealing a small caramel skinned girl in blue and yellow duck pajamas and an untied navy blue bathrobe. Silky black hair curled gently over her shoulders, swaying slightly in the breeze from the doors her hands were still resting on. The girl's dark eyes glinted mischievously as a smirk curled up one side of her mouth.

"Did you miss me?" she purred.


	5. Chapter 5

**A/N: Mmmmerg. Not posting this right after I put up the last chapter turned out to be super hard because I was so excited about it. I made it a whole, what... Day and a half? Whatever. I hope you enjoy.  
**

**I own neither Glee, nor Doctor Who.  
**

* * *

Brittany grinned widely, her chest filling with so much relief and exhilaration at the sight of that not quite familiar form that it was almost painful. Joy and hope blended with a fluttering she couldn't name and in an overwhelming mix of emotion that made her eyes prick with an overflow of tearful feeling. Her jubilation was cut short, though.

The whip of lighting that Shelby remembered all too clearly cracked out, snapping towards the Doctor. She didn't even have a chance to cry out before the Doctor had caught it in her own hand, wrapping the end around her arm and yanking in a display of strength surprising for such a small frame. She jerked the weapon away, the electricity dying once it slipped out of the Sycoraxian's hand, and tossed it away without looking at it. Shooting a mocking frown towards the alien leader she scolded him, "Careful. You could take someone's eye out with that."

"HOW DARE YOU–" He bellowed in rage, lifting his staff to strike the girl as she approached. Dark eyes narrowed into a glare, and she snatched his weapon away from him again. She huffed a scoff at him before moving to snap the pole over her knee. He stared at her in shock as she threw the pieces of that away from her as well. She glared up at him angrily, her presence easily filling the vast room with an intimidating tension, "Now, _you_ get to wait."

She leaned in a fraction, hissing her annoyance, "I'm _busy._"

With that the girl turned her back on the bone masks, and their stunned leader, looking instead toward the handful of humans. Her expression slid into a polite smile, eyes softening as she looked over the group.

"Rory! Hello," she said with a small smirk, then looked to his side. Her eyebrows raised, "And Shelby Corcoran, Governor of Ohio!" The Time Lord grinned, "Fancy meeting you here. It's like this is your life or something." The Doctor looked back to Brittany who was eyeing her with a vaguely bewildered expression. "Coffee," she chirped, with a shrug, "That's what I needed. Just a good mug of coffee."

The dark haired girl stuffed her hands into the pockets of her robe, and started pacing a small circle in front of the humans, glancing around the ceiling cavern. The hem of her too-long pajama pants scuffing over the dirt floor.

"A superheated infusion of free radicals and caffeine. Just the thing for healing the synapses," she mused, tapping her temple and shooting a wink at the blonde. Coming to a stop at Brittany she sobered, looking up into the other girl's eyes, "First things first, though– Be honest."

Brittany gulped, and nodded nervously.

The Doctor stared for a second, her face a mask of absolute seriousness.

"How do I look?"

Brittany blinked, then stared back, incredulously, "Wha– Um." She blinked again, "Different?"

The Doctor nodded gravely, "Good different, or bad different?"

The blonde shook her head slightly, "J–just, um… Different."

"Am I… A ginger?"

Brittany's eyebrow twitched up, and she shifted her eyes to the long hair trailing over the shorter girl's shoulders. This felt like one of their stranger conversations. "You realize you can see your own hair, right?"

Dark eyes looked down to the black curls with a pout Brittany caught herself referring to as adorable. A tan hand came up to flick the locks sadly, "I was hoping it was just the ends, and my roots cold be ginger or something. I _never_ get to be ginger." She crossed her arms with a huff, glaring at nothing, then pointed suddenly to Brittany, "And YOU, Brittany Pierce! A lot of help _you_ were, huh? You gave up on me!" She cut herself off with a surprised frown, "Oooh, that's rude. Am I rude, now?" The frown was back, accompanied by a thoughtful head tilt, "Rude and not ginger. And a girl, which is still weird." Blue eyes shot to her chest, then away.

"I'm sorry, but who is this?" President Corcoran interjected. Her nerves were frayed beyond belief at this point, and she wasn't sure she could handle any more nonsense today.

All eyes turned to the older woman.

"I'm the Doctor," the Time Lord said, rolling her eyes like this was the most obvious thing in the world.

Shelby drew back a second, confused, "but what happened to _my_ Doctor?"

Brittany frowned at her. If he'd been anyone's Doctor he'd have been hers, not the President's. Oh, but the brunette was still talking.

"–Or is it a title that's just passed on?"

The Doctor shook her head, "I'm him." She walked carefully towards Shelby, her expression unreadable, "I'm literally him. Same person, new face. Well…," she shrugged again, "New everything."

Shelby scoffed, "You can't possibly be–"

"Shelby Corcoran." A black eyebrow rose in challenge, "You were trapped in the capitol building, and the thing that scared most you wasn't the aliens, or the invasion. It wasn't the war." Her tan face went serious again, "It was the thought of your daughter being on her own."

"Oh my god," Shelby gasped.

The Doctor leaned in with sparkling eyes, "Did you win the election?"

"Land slide majority," she whispered, shock and awe making her words breathy.

"_If_ I might interrupt?" a gravely voice broke in.

Black hair flew as the Time Lord's head snapped around to the unmasked Sycoraxian, a curious smile on her lips, "Yes, apologies. Hello, what can I do for you?"

"Who _exactly_ are _you_?" he growled.

Her smile twitched a bit wider, "Yes, well, that _is_ the question, isn't it?"

"I DEMAND TO KNOW WHO YOU ARE," the alien roared, jolting forward angrily.

"I DON'T KNOOOOW," the Doctor roared back, throwing her arms out in a dramatic imitation of him. She let them fall back to her side, looking casually around the room, "See, that's the thing. I'm the doctor, but beyond that I–…" She gave a one-shouldered shrug, shaking her head, "I just don't know. I literally have no idea who I am."

Her eyes flickered to Brittany's face, then back to the leader as she paced a small, meandering circle, "It's all untested. Am I funny? Am I sarcastic? Sexy?" The Doctor shot the blonde a quick, sly grin that forced the other girl to fight her oncoming blush before carrying on, "Do I have the personality of a deranged circus clown? Am I a misery to be around? The life of the party? Right-handed? Left-handed?" Her hands rested deep in the pockets of Brittany's old robe as she ambled around the room. She wove gracefully through tall stunned bodies, her dark eyes taking in everything, "A nervous wreck? A fighter? A drunk? A coward? A traitor?"

The girl turned jumped up a couple of low steps, and spun on her heel to see the incredulous faces watching her, "I'd say, judging by the evidence, I'm certainly a rambler."  
She glanced around, then grinned back at her attentive audience, "And how am I going to react when I see this?" One hand shot up to point at the rusty orange orb sitting in that rough stone pedestal sitting further up the steps, "This big, _threatening_–looking, button?"

The girl gave a sudden laugh, and darted up the rest of the stairs, breaking the crowd out of their shock. Both aliens and humans on floor level rushed forward to stop her.

"A big threatening button that must not be touched under any circumstances, I'm sure," the Doctor shouted with an impish grin, coming to a stop with her fingers splayed open over the button. She wiggled her fingers above it, eyeing the furious boney face of the Sycorax closest to her, "Let me guess– It's some sort of control matrix, correct? Hmm– Hold on, what's feeding it?" In a flash she'd crouched down to flip open a small door set into the bottom of the pedestal, revealing a rough metal basin of dark burbling liquid connected to a series of wires and tubes.

"Oh, what have we here?" she questioned, dipping the tip of a finger into the bowl. Brittany caught a glimpse of it coming away covered in dark liquid before the digit disappeared into the Doctor's mouth. The Latina pulled her finger away as she moved to stand, "Yeah, that's definitely blood. Human blood. A positive with just a dash of iron."

She grimaced, wiping her damp finger on her robe and contemplating the pedestal, "Gross, but that means… Blood control? Blood control!" The doctor barked a laugh, "I haven't seen that in _years_!"

Her eyes shot to the Sycoraxian leader, expression ice cold, "You're controlling all the A positives, which mean we've got a big problem."

The Sycoraxian hissed at her, baring his teeth, but she just clicked her tongue, "That means we've got a problem, because I really _don't_ know who I am… So, I don't know when to stop." Her eyes narrowed at him, "So, if I see a great big threatening button that should never ever, _ever_, be pressed…." She raised an eyebrow, shifting only her eyes to the button in question, "Then I just want to do THIS." The Doctor twisted, slamming her hand down on the orange orb, ignoring the growling shouts of "No!" from the aliens, and "Stop!" from the humans mixed in with the bone masks behind her.

On rooftops around the world people took a step forward. Their loved ones sobbed, clutching at their arms as they toed the edge. The pulsing blue light haloing their heads surged once more before seeming to shatter into the air. Sally blinked once, then turned her head from one side to the other. On either side of her she found a line of confused looking government employees. Across the street she saw another line of people wobbling on a rooftop. Perplexed mumbling rose around her as they all came to their senses and jerked away from the brink, some collapsing with vertigo and scooting away in a panic.

"What the hell are we dong here?" Brittany's neighbor asked his wife, miles away.

She looked at up him and smiled, tears streaming down her face from relief now, "I'll explain in a bit. J– Just get away from the ledge, honey."

"You killed them!" Shelby's aide yelled in horror.

The Doctor leaned down to put her face eye level with the Sycoraxian leader's where he stood a few steps lower than her, eyebrow rising in challenge, "What do you think, Skeletor? Are they all dead?"

He glowered at her, grumbling his response, "We've allowed them to live."

"Allowed?" The Doctor laughed, "You've no choice!"

She bobbed up onto the balls of her feet to peer over his hunched shoulder. Behind him stood the humans, having pushed their way through the dusty red masses.

"See?" she called, "That's what's all blood control is. Just a cheap bit of voodoo." She shrugged, and started walking around again, "It scares the crap out of you, but that's about all it's good for. It's like hypnosis. You can hypnotize someone into walking like a chicken, or singing like Elvis, but you can't hypnotize someone to death. Survival instincts are too strong for that."

"Blood control was just one form of conquest," the Sycoraxian snarled, "I could summon the armada and take this world by force."

The Time Lord nodded absently, "Well, yeah, you could do that. Of course you could, but _why?_" She held a hand up towards Brittany and company to emphasize her words, "Look at these people– these _human beings_. Consider their potential."

The boney head cocked to one side.

"From the day they arrive on the planet and, blinking, step into the sun, there is more to see than can ever be seen. More to do than–… No. No, hold on." She paused, thinking, "No, that's the Lion King." She shook it off, "the point still stands. You are to leave them alone."

"Or what?" he spit.

"Or…"

She swung around like lightening, swiftly grabbing the handle of a short sword strapped to a nearby waist, then bolted through the crowd to stand in the now open area in front of the TARDIS. She flourished the weapon above her head, angling the tip to point at the leader still on the stairs. The Doctor raised her voice to echo through the chamber, "I CHALLENGE YOU."

The Sycoraxians burst into laughter.

She ignored them, testing the short sword's weight in her hands, "Am I right that the sanctified rules of combat still apply?"

"You stand as this world's champion?" the red man yelled, pulling his sword from his belt as he approached.

Glittering mocha eyes looked up, and the Doctor smirked, leaning the sword against her ship so she could toss the navy robe off, then swiftly cuffed the long flannel pants so she wouldn't trip over them. Using a band she'd found in a pajama pocket she pulled her dark locks back into a quick ponytail, "I've got no idea who I am, but you've just summed me up nicely… So, do you accept my challenge?"

After tugging to tighten the hair tie she twirled the sword back up into fighting position, her smirk twisting into a feral grin, "Or are you just a cranak pel casacree salvak?"

The leader of the Sycorax roared, and the rest echoed his cry before it melted into a boisterous cheer.

Brittany swallowed hard. All around the rocky cavern hands wrapped around blades. Arms brought up hilts to the sky, matching the gesture the Doctor was making to the alien leader. The two combatants brought their weapons down, bending to one knee. The tips of their blades dug into the dirt as they locked eyes over their hilts.

"For the planet?" came the rumble from scarred red lips.

"For the planet," the Time Lord confirmed.

A nod from both and they stood, flipping their swords upright. Brittany didn't like how small the Doctor looked as the two started circling each other. The smaller girl had wisely chosen a weapon that wouldn't over balance her, but that meant she and her sword were half the size of him and his. Without warning metal slammed against metal with a loud clang. Brittany flinched, but couldn't tear her eyes away from the gleaming blades flashing in the torchlight. The Doctor's dark hair snapped in the air as she reversed direction to dodge under a heavy swing, meeting his next with her right arm holding her blade against his. With a grunt he shoved her away, sending her stumbling into a pair of Sycoraxians. Her eyes shot to where Brittany and Rory stood, looking unsure for a second. Brittany nodded firmly, trying to reassure the Time Lord with her own blue eyes. From the corner of her vision she saw Rory do the same, and the Doctor's expression hardened back to a determined scowl. She shook herself off, jumping back into the battle. Swords clashed again, scraping against each other then away, only to meet again in the next strikes.

The Doctor fell under a powerful blow, scrambling away from the next swing and clawing at the ashy sand for her weapon.

"Look ou'!" Rory shouted as the warrior's huge blade slammed into the floor between the Doctor's legs.

"Oh, great!" she yelled back, voice dripping with sarcasm, "I would _never_ have thought of dodging before you suggested that. Thanks."

She stumbled to her feet and charged at the Sycoraxian, who deflected her sword and twisted to crush his elbow into her chest. She choked as all the air in her lungs rushed out, and fell back again. Her eyes were wild now, jumping around for a way to turn the tables. This body was never going to stand up against such an onslaught. Catching sight of a potential path she took off, leaping over some low steps and then jogging up a staircase, darting through observers as she climbed.

"Anybody up for some fresh air?" she shouted over her shoulder. Tagging a button on her way up opened a door in front of her and she slid to a halt outside. The opening had sent her out to a flat deck carved into the side of the modified asteroid. Twenty yards away the ledge dropped off into nothing but sky and the faint outline of roads far below her. The girl hurriedly pulled off her socks, hoping bare feet would give her a bit more traction on the sandy floor. At the sound of the door scraping open again the Doctor tossed the dirty socks aside and spun around, jumping back to raise her sword again.

Through the portal strode her opponent, followed by a handful of Sycoraxians and humans. Instantly he launched into an attack. A flurry of quick strikes beat against her blocking sword, quaking through her arms and rattling her down to her bones. She shifted her balance to make an attack of her own, attempting to use her speed advantage to dart through his defenses, but was fended off each time. His hilt suddenly slammed into her face, snapping her head back with the blow and sending her reeling. Brittany started forward at the sight.

"STAY BACK!" The Doctor screamed, throwing a hand up to keep her from moving, "IF YOU INVALIDATE THE CHALLENGE HE WINS THE PLANET!"

Brittany froze.

The Doctor wiped a trickle of blood away from her nose, gasping through the pain and fatigue from the fight. She looked at the bone-faced warrior and coiled her muscles. The next attack felt like slow motion to the blonde. The Doctor forced herself up into a charge, leveling her sword at her challenger. The Sycoraxian pushed forward to do the same, each screaming a violent, wordless battle cry. Blades clashed together in a cross, scraping together as bodies kept moving until chests hit the hands that gripped their weapons. They pushed away and swung into a series of rapid strikes, steel crashing down on steel over and over. Attack. Block. Swing. Deflect. Attack. Block. Attack. A hard blow rocked the Time Lord off balance, and the creature took advantage, slamming his sword-laden fist into her face once more. She tumbled back with a yelp of pain. When she blinked her eyes open a split second later she found her head lolling over the edge of the asteroid ship, her ponytail tangling in a chilly breeze. A huge sword came down to her side and she snapped her head to the side so fast her neck cracked. On the other side of the blade she caught a glimpse of her left hand slipping over the edge, weighted down with her short sword. Dark eyes widened in shock, staring at the empty end of her blue and yellow sleeve. The Latina looked up at the Sycoraxian jerkily.

"Y–… You cut my hand off, " she gasped.

"JAAAHHH! SYCORAX!" the bone face roared. He threw his arms up victoriously, turning to share his celebration with the handful of his people that had followed them from the inner chamber. They hissed and growled their cheer with him. As Brittany tried not to cry, watching the Doctor struggle to her feet with only one useful hand.

"Now I know what sort of person I am," the darker girl said quietly. She dusted off her remaining hand on her pj pants and looked up, "I'm lucky."

The Sycorax turned to look at her.

"Because it just so happens–…," she smirked up at him through long dark lashes, "I'm still within the first fifteen hours of my regeneration cycle, which means I've got just enough residual cellular energy to do _this_…"

She raised stump-ended arm in a small wave, and Brittany gasped. At the end of her sleeve something moved. Something moved and grew and filled out into a palm, then narrowed into a thumb and up into four more matching fingers, all wiggling with an air of smug satisfaction.

"_Witchcrafffft_," the Sycoraxian leader hissed.

Her smirk deepened, revealing a dimple in her cheek, "Time Lord."

A metallic scraping sound cut through the air as Brittany stole a sword out of a sheath on one the guards by her side.

"DOCTOR!" She yelled, flinging the thing hilt first into the air.

The other girl grinned, catching the weapon easily in her new hand and smoothly twirling around her wrist and into position, "Oh, so I'm still the doctor then?"

The blonde grinned widely, "Absolutely."

The Doctor's grin grew and she focused back on her opponent, spinning the blade again, asking, "You want to know the best bit?"

Her voice slipped into a fake ghetto accent, "This hand wants ta' cut a bitch!"

With renewed energy she struck, slashing in lightening fast swings. Precise blows pummeled the Sycoraxian's defense until she managed to trap the flat of his blade between her sword and her free arm, jerking it out of his hold before slamming his own hilt into his stomach. He let out a pained groan, as she did it a second time, then bashed the hilt against the bone ridge of his face. He was forced to fall onto his back, clutching the places she'd hit. He fought to keep his head from dangling over the ledge as she pressed a small foot against his torso, holding her sword point to his exposed throat.

"I win," she growled.

He glared up at her weakly, "Then kill me."

She watched him strain to breathe under her for a moment before replying.

"I'll spare your life if you'll take this champion's command." She narrowed her eyes, "Leave this planet and never. Come. Back."

Only heavy breathing filled the silence.

"Well?" she snapped, pushing the metal tip a bit harder against him.

"Yes," he gasped.

She snarled ferociously, jerking her sword again, "Swear on the blood of your species!"

"I– I swear," he said in a strained rasp, flinching against the cold steel.

Her rage smoothed into a polite smile, "Alright, then. We're good to go."

She turned away, almost cheerful at the apparent success, and stabbed her sword into the dirt floor of the deck so she wouldn't have to carry it anymore. What was left of her ponytail bobbed behind her as she bounded away from the defeated invader to join back up with her little group of humans.

Shelby clapped, with a shout of "Bravo!" and Brittany grinned at the Doctor again, relief evident in her features as she jogged to meet the raven haired girl half way, holding out the old robe for her to put on.

"That was amazing," the blonde gushed, waiting for the Time Lord to stuff her arms into the bathrobe's sleeves.

"Yeah, not bad for a girl in her pjs, huh?" She grinned, "Very Arthur Dent."

Before they'd made another step towards the door the smile had blurred into a confused expression, "Hang on, what _is_ this?"

From the depths of the one of the garment's pockets a tan hand pulled a small round fruit. They both blinked at it.

"Wha– A clementine?"

The Doctor looked at her incredulously and laughed, "Your mom really does sleep eat, doesn't she?"

Brittany rolled her eyes playfully, "It's a problem."

The darker girl chuckled again, tossing the bit of produce up into the air and catching it again, as they started back towards the entryway that lead to the TARDIS, "I guess that's Christmas for you. You work through a mess of presents and destroy the house and then right at the end, when you'd thought you'd gotten everything there's a lame little clementine tucked away in the toe of your stocking. Who even eats these things–"

Metal scraped behind them. Brittany spun to see what it was and was met with the sight of the disgraced leader swinging his blade up into his hands and running full tilt straight for them with a mighty yell. The Doctor didn't turn, but her face had hardened in the blink of and eye. Her arm shot out, pegging the fruit like a bullet towards the door. It smashed against the control panel and a scream rose behind them as a section of the outdoor deck retreated into itself, disappearing from under the heavy boots of the Sycoraxian. He fell back and the wail faded into the distance.

"No second chances," the Time Lord stated sharply, never pausing her steps, "I'm that kind of a person."

Brittany stared at the space the bone-faced man had been, then hurried to catch up to the retreating form of the Doctor. She tried not to think about the horrible Christmas surprise someone was going to find scattered on their lawn in a minute.

Reentering the Sycorax filled chamber they found all going quiet. Low murmurs of conversation dropped away, as the Doctor crossed the floor, tugging out her hair band and raking her fingers through the wind blown mane calmly. A moment later she stood in front of her blue police box commanding all of their attention with her face set in a deadly serious expression.  
"By the ancient rites of combat," she stated loudly, her voice easily filling the space, "I forbid you to scavenge here for the rest of time, and when you go back to the stars and tell others of this planet– When you tell them of its riches, and people, and potential…"

She leveled a dangerous glare at the shuffling mass of red cloaked bodies around the room, "When you talk of the Earth, then you make sure you tell them this: IT. IS. DEFENDED."

The humans, TARDIS, and Time Lord glowed blue, then vanished in a blur of cyan transporter energy.

As their molecules reassembled on the cracked asphalt of the empty lot they'd come from the ship gave a low rumble and began its crawl out of the atmosphere. Cerulean irises stared at the retreating vessel gradually making its way into the cloud cover. Muddy brown glanced around, looking for familiar landmarks.

"We're jus' off Rosemary Street...!" Rory shouted. He pumped a fist in the air, jumping with excitement, "We're jus' a block away! We did it!"

Brittany's face cracked into a huge smile as they all watched the asteroid turn away from the planet and, engines straining, pull up towards space. The blonde whooped her joy, and jumped onto her friend's back, screaming, "AND DON'T COME BACK!"

"IT. IS. DEFENDED!" the boy yelled, only stumbling a little at the unexpected weight. They laughed hysterically, their distress finally easing. Brittany slid off his back, and raced to catch the aide up in a gleeful hug, too.

Shelby stepped over to stand before the pajama clad time lord, eyes trailing over the cheery ducks a moment before ascending to her warm chocolate eyes. The president smiled, "My Doctor."

The girl smiled slightly, acknowledging her with a nod, "Madam President."

Shelby grinned, and wrapped her up in a hug of her own, both breaking into laughter, "Absolutely the same person."

When the woman let her go they both looked up at the rocky ship shrinking slowly into the distance.

"Are there many more out there?" President Corcoran asked quietly.

The Doctor sucked a breath through her teeth, debating for a minute, watching the glow of the engines, "Mhm. Not just Sycorax. Hundreds of species. Thousands of them…" she gave the woman next to her a quick look, "And the human race is drawing attention to itself. Every day you're sending out probes and messages and signals…" She tilted her head, eyeing the leader of the United States, "This planet is _so_ noisy…"

Shelby's face was a stoic mask as the Doctor's tone turned to one of warning, "You're getting noticed more and more, so you'd better get used to it…"

"Brittany!" a voice cried franticly.

Out of nowhere came a dirty blonde woman running towards the rag-tag company. Evelyn Pierce waved her arms wildly as she approached.

"…Speaking of trouble," the Time Lord muttered under her breath.

Brittany sprinted into her mother's arms, yelling energetically, "We did it!"

The aide's phone rang and he moved away to answer while the Pierces continued shrieking their excitement. Rory moved to join their huddle as Brittany squeaked out, "You did it, too, mom! The coffee you kept offering everyone fixed her head–"

The dark haired girl gave a small smile, calling to the woman with a shrug, "That was all I needed. Just a cup of coffee."

"That's what _I _said!" she yelled, shaking her daughter's arm.

"– And look at her!" the blonde finished, gesturing at the other girl.

Her mom quieted a moment, turning to her child, "Is it, though? It she really the Doctor?"

The Doctor raised her eyebrows at her in a sort of perplexed answer before Evelyn noticed the woman peering at her from behind the pajama-clad alien.

"Oh my god, it's the president!" she hissed as though Brittany hadn't noticed. The Doctor smirked and rocked up onto the balls of her feet, then let herself bounce over to the little family to get captured up in a mother's hug.

The aide walked back to the president, still holding a hand to the Bluetooth in his ear.

"Madam president, it's Torchwood," he said lowly, "They're ready."

Shelby shot a glance over her shoulder, then closed her eyes. Steadying her breath and heartbeat with sheer willpower the president weighed her options. Behind her she could hear the indistinct chattering of overexcited women as Evelyn detailed how scared she'd been when she'd seen the TARDIS vanish with her child again and Brittany whined another apology. A second later her choice was made. She swallowed hard. The woman's eyes shot open to meet his, and she nodded firmly with a grim expression.

'Tell them to fire." Her voice broke, but he pretended not to notice. The man nodded and backed away. She heard a faint, "Fire at will," and squeezed her eyes shut again. Shelby took a deep, shuddering breath, hoping that this was the right thing to do. It had to be. She just couldn't take the chance that the other option would be wrong.

Everyone's heads whipped around at the deafening crackle of energy and the sound of something huge powering up. Over the wall of a empty buildings edging the lot they could see a thick green laser, shimmering with excess electricity, shoot up through the sky at an angle. Then another from a different side, and another further away. She distant sounds of two more firing up reached their ears just before all five met in the center of their angles. An earsplitting scream of power erupted from the overlap, and a massive beam of light formed at the spot. It reached up into the sky, shooting its green through the blue above them until it broke through the atmosphere, hitting directly into its target. Miles above the Earth's surface the Sycoraxian ship shuddered. Metal and stone glowed red hot from the blast holding steady on them, and with a screech of protest the vessel blew apart, shattering into a mass of burning debris that lit up the horizon below.

Gasps of horror and shock broke the air around the Time Lord. Brittany moved instinctively to the Doctor's side, "What is that?"

She received no answer. The Doctor's horrified stare traveled slowly from the destruction in the sky down to settle on Shelby Corcoran. Behind her the aide was ending the call, but it went unnoticed. The president tried to push down her guilty shame in an effort to make wavering eye contact with the girl that had so recently saved them all.

The Doctor's face was a sickening mix of disgust and white-hot anger, "You _murdered _them!"

"That was _defense_," the president retorted sharply, "It's adapted from alien technology– a ship that fell to Earth ten years ago."

"But they were leaving!" came her furious cry.

Shelby's eyes narrowed dangerously, "You said it yourself, Doctor, they'd go back to the stars and tell others about Earth." The woman shook her head, "I'm sorry, Doctor, but you're not here all the time– You come and go."

The time Lord's mouth opened to argue, but she was cut off.

"It happened today! Dr. Llewellyn and the Major were murdered. They died right in front of me while you were sleeping, so we can't rely on just _you_. We have to be able to defend ourselves."

"America's second golden age," the Latina drawled, her voice bitter and laced with contempt.

Shelby lifted her chin as though the shame wracking her didn't exist, "It comes with a price."

"I gave them the wrong warning," she hissed venomously, "I should have told them to run as fast as they can– run and hide, because the monsters are coming. The human race has arrived."

"THOSE ARE THE PEOPLE I REPRESENT," President Corcoran yelled, "I DID IT ON THEIR BEHALF!"

"And I should have stopped you." The Doctor's eyes sparkled with barely contained rage.

"What does that make you, Doctor? Another alien threat?"

"DON'T challenge me, Shelby Corcoran," she shouted, jerking forward threateningly. The girl smoothed the move into a menacing, predatory slink towards the woman, "Because I'm a completely new person!"

When she had closed the distance between them the raven girl sneered in her face, "I could bring down your government with a single word."

"You're the most remarkable person I've ever met," Shelby replied simply, shaking her head, "But I don't think you're quite capable of that."

"No, you're right. Not a single word." The Doctor's head tilted, "Just six."

"I don't believe that."

"Six words," she warned.

"Stop it–"

"Six."

They stared at each other, both challenging the other to either take back their words or make their move. Black eyebrows quirked over a contemptuous scowl, and the Doctor stepped way. The entire group of humans watched anxiously as she moved around the president and made her way to the aide a few feet away. Reaching up to pull the Bluetooth off his ear she tugged his shoulder down so she could whisper quietly to him with a nod towards the president, "Don't you think she looks tired?"

He blinked at her as she walked away with her eyes locked on the brunette woman. The young man blinked again and his face melted into a small, curious frown. The silence was deafening in the empty lot. Hands deep in robe pockets the Doctor walked back past Shelby, glaring at her the whole time, and on to where the Pierces and Rory stood watching. Brittany sent her president the best smile she could, though it was honestly more of a shaky grimace than anything else. The blonde, her mother, and Rory all turned as the Doctor walked by them, following after her without a word.

Shelby felt an ominous shiver quake down her spine at the sight. She shook herself out of her incredulity, and spun wildly towards her aide.

"What did she say?" The woman shook his shoulder frantically, "What did she _say_?!"

"Wha– nothing. Really, she didn't say anything."

The president turned in a frenzy. "DOCTOR," she screamed, "DOCTOR WHAT DID YOU SAY? WHAT WAS IT?"

The withdrawing humans glanced over their shoulders at her, but the Doctor just kept walking.

"WHAT DID YOU SAY, DOCTOR? DOCTOR!"

The group moved out of earshot and President Corcoran clenched her hands into fists at her sides to reign in the slight tremble twitching in her fingers. A broken whisper fell from her lips.

"…. I'm sorry…"

* * *

Racks of mismatched clothes lined racks on either side of her as she meandered through a room in the bowels of the TARDIS. Skimming her tan fingers over a collection of flouncy Victorian underskirts she frowned to herself. She needed something equal to the times her companion wore. Her dark eyes flickered over a couple of striped, skintight dresses that would fit her new stature. The Doctor pondered it, but moved on. Ultimately the tight skirts would hinder any attempt to run if they got into trouble. Idly fingering the rough fabric of a brown pinstriped suit draped haphazardly over a pipe next to a discarded cheerleader uniform her eyes caught sight of an overstuffed dresser and grinned. That would do.

The little house was warm and cozy now. There was still a garish hole in Brittany's bedroom wall upstairs, but her cheerful laugh rang out over the Christmas feast they'd just pulled from the oven. Evelyn snickered playfully as Rory excitedly detailed a story about one of the customers he'd had to deal with a few days ago, waving his arms spastically to emphasize how upset the woman had been over the tiny scuff she had found on a last minute purchase. Brittany danced around the kitchen table to slip a final serving spoon into a large bowl of mashed potatoes, giggling at the Irish boy's play-acting. She glance up towards the entryway as the front door shut with a soft thump and chilly breeze. The caramel-skinned Time Lord stood in the short hallway, carefully shutting the door. She'd traded the ducky pajamas and bathrobe for a light patterned shirt under a tailored black pea coat and a pair of dark skinny jeans that tucked neatly into mid-calf boots. Her hair was pinned away from her face and tumbled over her collar in delicate waves. The Doctor glanced up at the feeling of eyes on her and smiled shyly at the blonde, fidgeting with the hem of her shirt. Brittany grinned at her faint blush, gesturing enthusiastically the other girl to join them for their holiday dinner. Soon they were all crowded around the table with mostly empty plates and full bellies, joking and laughing with each other, basking in the warmth of friendly company.

"Oh, look, it's Shelby Corcoran!" Brittany spoke up. She pointed at the television that had been playing in the background of their celebration. They all turned to look, setting down half empty wine glasses or forks to focus on the screen.

"_President Corcoran,"_ _a reporter called out, "is it true you're no longer fit to be president?"_

"_No." Shelby replied, crossly. She was looking thoroughly harassed, "Now can we talk about something else?"_

_Another voice piped up, "Is it true you're unfit for office?"_

"_No! There is _nothing_ wrong with my health! I don't know where these stories are coming from, and a vote of no confidence is completely absurd!"_

"_Are you going to resign?"_

"_On today of all days– I'm fine. Look at me; I'm fine. I feel fine. I look fine. I am fine."_

The phone rang while they watched, the Doctor's face unreadable. Evelyn answered and then called out to the rest of them, "It's Brenda– she says to look outside."

Brittany's heart leapt into her throat as they all ran for the front door and flung it open, pouring into the night as they threw on their jackets. There couldn't be another invasion, already, could there? Not so soon after the last–

Outside sound was muffled. Snow was falling in thick, quiet flakes, drifting softly to the ground. There were already a few inches blanketing the grass and street. Brittany stared at the night sky in awe. Around her she heard her mother and Rory laughing in amazement, followed by a quiet Doctor. Neighbors were grinning to each other in their yards at the romantic setting this Christmas had brought. The blonde giggled, shaking the falling flakes out of her hair. Overhead she saw a shooting star break across the sky, then a few more.

"It's beautiful," she breathed. She and the others sidled up next to the silent Time Lord, watching the sky. "What are they? Meteors?"

The Doctor said nothing for a moment, hands deep in the pockets of her pea coat, just watching the lights dancing across the darkness. Finally she gave an almost inaudible sigh.

"It's the space ship."

The smiles slid off their faces.

"It's breaking up in the atmosphere."

Brittany looked at her, and she returned the gaze solemnly, explaining, "This isn't snow… It's ash."

Blue eyes trailed back over the white powder decorating the landscape around them.

"Not beautiful…" she murmured quietly.

"This is a brand new planet Earth," The dark haired girl said as she shifted to look back at the debris burning through the atmosphere, "There's no denying aliens exist now that everyone has seen it. Everything is new."

Brittany's eyes flicked back to her, then down to her own fidgeting hands.

"And what about you?" she asked in a small voice, "What are you going to do next?"

"Well…" The Doctor's gaze slid from her to where the police box was sitting on the corner of the small lawn, and then back to the suddenly shy blonde. Her dark eyes sought for the light of her companion's, "I was thinking I'd… Go back to the TARDIS and… Carry on with my usual routine..."

Brittany worried at her lip, trying not to bite her nails. She glanced up timidly, "B–… By yourself?"

The Latina searched her face, tentative in her own way, "Why? Don't you want to come?"

"Well– Yeah."

"Do you really?"

"Yeah!" Brittany almost shouted, her excitement nearly overriding her fear that the Doctor wanted to leave her here.

"Oh, well… I just thought…" The girl tried to shrug casually, but couldn't stop shooting looks at the blonde to make sure she wasn't just pretending, "…. Because I'd changed..."

"Y– Yeah. I thought because you'd changed that you… You might not want me any more…" Her gaze flickered nervously.

The Doctor turned to face her fully, breaking into a small grin, "Oh, no, I'd love for you to come with me…"

Brittany let out a breath of relief, grinning. She bounced on her toes, "Okay!"

Behind her the forgotten Irish boy grit his teeth, glaring miserably at the ground. "You're never gonna' stay, are you," he said. It should have sounded like a question, but the answer was more than obvious.

Both of the girls turned to look at him, the taller of them wincing apologetically as she looked at him.

"There's just…. So much out there," she sighed ruefully, "So much to see. I just have to."

Rory shrugged, trying to force a smile onto his face. He should have known better. He should have never gotten his hopes up, but he couldn't help it. She'd shown up again out of the blue and he'd thought that maybe this time he'd have a chance, but… Wishful thinking.

The boy tried to sound understanding, and like it didn't feel like his heart was breaking when he mumbled, "Yeah…"

Evelyn Pierce looked on from a few feet away, her arms wrapped around herself to ward off the cold and unease at the thought of her baby leaving again so soon.

"Well, I think you're both crazy," she piped up, "It's like you go looking for trouble."

The Doctor smiled softly at Brittany's mother, "Nah, Mrs. Pierce. The trouble is just what happens in between."

She walked over the loop a hand around the woman's arm, looking to the starry night sky, "There's so much more out there, and it's all brand new to me."

The raven girl met Brittany's eyes, then looked back to the sky, speaking in an awed voice, "All those planets, creatures, and horizons… I haven't seen them yet. Not with these eyes."

She looked reassuringly at the brunette, and unhooked her hold, wandering back to her companion, "And it is going to be…" Sparkling mocha eyes fell smoothly to ocean with a smile, "… Amazing."

They looked at each other warmly, stomachs fluttering with a fuzzy contentment. The Doctor held out her left hand to Brittany for her to clasp. The blonde's lips twitched into a bashful smile, "That hand still kind of creeps me out…."

The Latina grinned, wiggling her fingers at her and Brittany laughed lightly, reaching out to twine her pale fingers around tan. She looked back up to the burning ship and sobered for a second before painting her smile back on and pulling closer to the little Time Lord.

"So," she started, dusting ash flakes off the other girl's sleeve, "Where are we going to go first?"

"Um…." She paused, contemplating the stars stretched out above their heads. She leaned over, raising her free hand to point at a spot of light over the horizon, "That one. Wait, no–" The girl shifted, thinking, "_That_ one."

A giggle, then a wonder filled, "That one?"

"If you're alright with it."

Brittany looked at her with a wide, radiant smile, and nodded, "I can't wait."


	6. New Earth

**A/N: Thanks so much for the responses, guys! I'm really glad you're liking it. ****Sadako McFly , mushaboom21, and guest(s?) ilu.**

**To wewillwalk: Rest assured, I have BIG plans for more characters and twists away from the strictly Who story lines… :D**

**I own nothing.**

* * *

The TARDIS was dark, and wrapped silence. Nothing moved except a small, insignificant looking shadow slowly making its way through the control room. The muted thump of a discarded jacket flopping carelessly over a support beam practically echoed in the stillness as quiet steps carried the figure over metal grating and right up to the control panels. A soft hand caressed a prominent lever with the familiarity of one coming home after a long journey. The figure adjusted her grip on the handle and then flipped it with a resounding clunk. The ghostly green of the panel's backlight flicked on as she reached to adjust a glass sphere set under a bundle of hoses. The gentle whir of machinery heightened in pitch as gears started moving, and pumps picked up. A few more clicks of switches thrown and knobs twisted layered beeps and hums over the sound of a warming engine. Lights brightened first in the dash, and then overhead, bathing the room in a soft glow as she worked.

Outside Evelyn hugged her daughter tightly, chirping well wishes and reminders to call home. Brittany smiled sweetly at her and promised she'd be careful with a quiet, "I love you."

She pulled away, shifting her over stuffed pack on her back as she turned to hug Rory. He held her for a moment, saying his goodbye, and fumbled for a moment after catching himself starting to lean in. The blonde smiled at him, oblivious to his internal struggle. The tiny light on the top of the police box started its spinning and the groaning wail of the TARDIS' intentions to take off filled the air. Brittany jumped away quickly, rushing towards the doors with a final wave to her family. After shutting the door behind her the girl instantly peeled off the winter coat and heavy back pack her mother had insisted on sending her with, dropping it all a few feet inside the door to be ignored for a while. She took a second to just watch the little Latina flit around the controls with a look of intense focus. As though the other girl could sense her gaze, she paused after jimmying a handle into a position she approved of and glanced up to the blonde. Lit with the greenish glow of the panel she was fussing with she smiled warmly.

"Where are we going?" Brittany asked, hardly caring what the answer was.

"Further than we've ever gone before."

The girl slammed one last lever into place and they were off.

* * *

Brittany peeked hesitantly around the doorway for a second after the wail of the TARDIS faded out. Wherever they were, it was windy. She struggled to push her mane of wildly blowing hair away from her face as she stepped cautiously out into the world they'd landed on. Squinting in the bright, but overcast, sky her blue eyes widened. She stood on a grassy hill overlooking a chilly looking river. On the other bank, though, rose a grandiose cityscape. It was a collage of boxy old-world buildings and futuristically rounded steel, glinting in the reflections off vehicles that were making their way between the structures in the familiar dance of a morning commute. That is, if morning commutes generally took place a hundred feet above the ground.

"It's the year five-billion and twenty three," came a silky voice from behind her. The Doctor stepped up next to her smoothly, eyes on the sprawling city, and a slight smile on her lips, "We're in the galaxy M87, and _this_… Is New Earth."

"T– That's amazing.," Brittany breathed, "I'm never going to be able to get used to this."

The Doctor's smile widened at the awe in her voice.

The blonde jumped, stomping excitedly, "A different ground…! Different sky! Diff– What's that smell?"

She looked up, scrunching her nose curiously. The Time Lord smirked, and scuffed the toe of one boot against a clump of green at their feet, "Apple Grass."

"Apple Grass!" Brittany laughed, twirling once before the Doctor grabbed her arm with a grin of her own.

"Come on, there's a good spot right over here," the Latina said, tugging for her to follow. She ran after her, their hair whipping in the gusty breeze. A few moments later they had peeled off their jackets and spread them out the little field of fragrant grass so they could relax on them. The two girls watched the clouds with lazy smiles, and the Doctor began a condensed history lesson to get her companion up to speed.

"In the year five billion the sun expands, and the Earth gets roasted–"

Brittany grinned over her shoulder, "That was our first date."

The Doctor blinked, trying not to blush, and mumbled something under her breath, eyes shifting nervously. She tried to shake off the unnerving feeling of a different body watching the light of a dying sun filter through a mess of blonde hair, and continued, "S–…So, anyway, the planet was suddenly nothing but rocks and dust, and but human race lives on, spread out all across the stars. As soon as the Earth burns up, though, they get all nostalgic, and there's this big revival, so when they find this place–"

She propped herself up on her elbows so she could nod at the horizon and flying transportation, "A planet with the same size, same air, same orbit, etc.– They decided they liked it, sent out the call, and the humans moved in."

"What's the city called?"

A smirk, "New New York."

Brittany smirked back her disbelief, but the Doctor shook her head with a small smile, sending black hair blowing across her face again. She tucked it back, "Honest! It's the city of New New York."

She cocked an eyebrow at the buildings, and shrugged again, "Strictly speaking it's the fifteenth New New York since the original, so I guess technically it's New New New New New New New New New New New New New New New New York."

Brittany giggled, watching her, and went quiet. An almost wistful twisted her lips.

The Doctor looked at her, "…What?"

She shook her head, "You're just… So different."

A soft, quietly hopeful smile on tan skin, "…New new Doctor."

Their laugh was weak and airy, with only a touch of bitter sweet. A mostly comfortable lull in conversation settled around them while they watched the vessels flying under shifting clouds, but Brittany could only sit still for so long on a completely new planet, and was soon pushing herself to her feet.

"Can we go to New New York? The city so good they named it twice?" she asked. She reached an arm down to help the other girl up. They both picked up their jackets, and dusted off the stray bits of green before shrugging them on.

"Actually, I thought we might go over _there_ first," the Doctor replied, nodding towards a building further down the embankment they were standing on.

"Why, what is it?" Brittany squinted in the direction the Time Lord had gestured to and saw a large structure on their side of the water about half a mile away. It was a huge, off-white building covered with windows and sculpted curves. On a large section of unmarred wall was painted a crescent inside of a circle.

The Doctor eyed it and searched for something in her jacket pockets, "It's some sort of medical center. The green moon on the side is the universal symbol for hospitals."

She pulled out a little ID flip folder that showed blank white paper instead of actual identification. Brittany recognized it as the "psychic paper" that the old Doctor sometimes used to convince people that he was authorized to be places he obviously was not supposed to be. He had explained that it showed people who looked at it either what the holder wanted them to see, or what they, themselves, wanted to see, but could occasionally pick up messages if the sender was either psychically inclined, or trying really, really hard.

The Doctor looked at the empty card, flipped it to show the blonde a messy scrawl writing "WARD 26" and "PLEASE HELP" across the page with an unseen hand.

"I got a message on the psychic paper," she said, "Looks like someone wants to see me."

"Huh. I thought we were just sightseeing." Brittany frowned in mild surprise, but her expression quickly slid back into a bright smile and she looped her arm through the Time Lord's, "Well, come on, then. Let's go adventure!"

* * *

"That's funny, coming from you. You're a doctor!"

"I'm _the_ Doctor. I'm not a medical professional." Small shoulders shrugged under her black jacket, " And I can't help it. Hospitals creep me out."

The second of two sets of main doors slid open as Brittany giggled at the grumbling Doctor's expense. The entrance opened up into a vast, brightly lit lobby filled with a scattering of nurses in funny hats and little groups of what might have been visitors milling about. One wall was just a reception desk that ran the length of the building. A PA echoed from the steel paneled ceiling, _"The pleasure gardens will now take visitors carrying green or blue identification cards."_

"Whoaaa! This is so fancy!" the blonde said, turning her head madly to try to see everything at once. "Why's there no shop?" mumbled the Doctor, half pouting as she glanced around, "I like the little shops…"

"Why do they need hospitals? I thought they would have cured everything by five billion whatever."

"Five billion and twenty-three," the other girl corrected absently, "The human race moves on, but so do the viruses. It's an ongoing war."

A pair of nurses strode by at a brisk pace. Up close their outfits looked more like grey nun habits, complete with folded white headpieces that wrapped around the sides and backs of their heads, then folded delicately into a high crown with wing-like flares over their ears that pointed towards the sky. One nodded politely to Brittany as she walked by. Brittany stared, then squealed as quietly as she could manage (which wasn't at all), and spun on her heel. She clutched excitedly at the black-haired girl's arm, "THEY'RE CATS."

The other just grinned like she'd been waiting for her to notice, and nodded slightly, "Don't stare, though. It's rude. Think how you look to them, all yellow and pink."

"But _they're cats!_ We should have brought Lord T over, too!"

The Doctor just grinned again, and turned away to walk quickly through a pair of doors a few feet away.

"Ward twenty-six, please," she said loudly to the tiny room she was standing in. The doors began sliding shut as Brittany started after her.

"Wha– OH! No, wait for me!" she yelled, waving her arms for the Time Lord to hold the doors for her. The elevator slid shut with a thump.

"Damn. It's too late, I'm going up–" the Doctor shouted through the doors.

"It's okay, there's another one, I'll be right there," she shouted back, hitting the call button for the next car.

"Go to Ward Twenty-six– and watch out for the disinfectant."

"The what?"

"The disinfectant!"

"What?"

"THE DISIN– Oh, you'll figure it out," the Doctor sighed to herself, shaking her head with a tiny smirk. She kind of wished she'd be able see the other girl's face when it happened.

The blonde stumbled into an empty elevator car and looked around nervously. It was all white inside, and the back wall was a computer screen. Positioned at regular intervals on the other walls were tiny metal nozzles of some kind, and a couple of lights. She looked for floor numbers to press, but there weren't any. Biting her lip she tried to remember what the Doctor had done.

"Um... Floor– I mean. Ward twenty-six, please? Thank you…"

A small jolt and the car began its descent.

Brittany looked up as recording of a monotone female voice echoed from the PA system again, _"Commence stage 1 disinfection."_

"Stage 1 wha–"

Water suddenly sprayed out of the nozzles, drenching her instantly and leaving her squeaking and sputtering in surprise and distress at the liquid that managed to shoot up her nose due to her unfortunate positioning. In a different elevator a floors above her the Doctor took this unavoidable opportunity to rinse out any left over bits of grass from earlier, and test her current body's ability to hold a tune. Humming to herself, she faced the spray and raked her hands through her long black hair, idly wondering who had been sending her messages on her psychic paper. That didn't happen very often.

Brittany yelped again as the water cut off and the nozzles shot a huge puff of white powder at her, then switched to blowing her dry. Her yellow locks knotted around itself and her face before she could catch it and she clawed at it in an attempt to detangle it before the fine hairs dried into a frizzy mess.

The Doctor leaned closer to one of the vents, casually tossing her hair back and finger combing it into a satisfactory style around her face. She opened her dark jacket to help insure her deep red blouse wouldn't be damp when she got out in a moment.

Finally feeling like she might have finally coughed the powder out of her lungs, and was maybe getting the hang of this disinfectant lift, Brittany shook out her hair over one of the dryer nozzles, and straightened out her nearly dry shirt and coat. It would have been easier with the doctor, but she supposed that wasn't too bad, and she'd see the other girl as soon as the doors opened back up.

As the doors slid open with a gentle breeze the Doctor stepped out with an air of satisfaction for a decontamination well done. Her hair wasn't too mussed, and all of her clothes managed to dry in time, so she counted it as a small victory. Still humming to herself, the caramel skinned Time Lord stepped down the tidy hall she'd just entered and commenced her search for the person who'd called her here.

Brittany strode out of the tiny transport room confidently, expecting to see her personal tour guide waiting for her, but stuttered to a halt. Glancing around found no one. Instead of the impeccably clean and well-lit hallways she'd expected there was a stained cement corridor with a ceiling of pipes over unfinished looking floors, grungy with neglect and cluttered with discarded hoses or small piles of trash.

"The human child is clean."

Brittany swung around at the nasally voice. Further down the hall stood a small man covered in tattoos that reminded her of the amoebas pictured in the high school biology textbook she'd doodled all over in lieu of actually reading it. His hands were clasped submissively over the front of his baggy white linen shirt and pants, and his wiry cloud of coppery brown hair was barely contained under a small navy blue cap.

"Uh… I'm looking for Ward twenty-six?" Brittany asked hesitantly.

"This way, Brittany Pierce." His speech flowed in an unsteady cadence as he called back to her, and then he suddenly turned away and trotted deeper down the dim hallway. Brittany watched him warily, but didn't know another way to go, so she scooped up a thin metal bar someone had forgotten long ago, and followed slowly after him. This felt like a terrible idea.

"–_Please report to reception–"_  
"Nice place," the Doctor commented offhandedly to the feline nurse/nun she'd wrangled into guiding her. Her hands were shoved into the pockets of her coat as she followed, peering at her surroundings. They were in a giant open room that had been partitioned with hospital beds surrounded by privacy curtains, "There's no shop downstairs, though. You should definitely get one. It's the best part of a hospital."

The nurse unclipped the veil that had been draped over her face, revealing dark brown fur with a spattering of black spots that on a human might have been freckles. The hair around her nose and mouth had begun gently graying with age.

"The hospital is a place of _healing_," she said in an offended tone, looking at the visitor as they meandered through a row of contrastingly shaped hospital beds.

The girl shrugged, "Shopping makes some people feel better. Not me, usually, but some people."

"The Sisters of Plentitude take a life long vow to help and mend," the feline quipped.

The Doctor's eyebrow twitched at her back dubiously before looking over a paunchy man dressed in a gaudy dark blue and gold robe. At the glance a woman in a smartly pressed black suit and glasses, wearing a severe looking bun jumped at her, "Excuse me! Members of the public may only gaze upon the Duke of Manhattan with written permission of the Senate of New New York."

The Doctor gave her a once over, before leveling a scrutinizing glare at the woman, "That's Petrifold Regression, isn't it?"

"I'm dying, sir," spoke the man on the bed. His skin was a sickly mottled gray color that resembling granite. The obese Duke rolled his eyes in resignation, "A lifetime of charity and abstinence, and it ends like this."

The woman whipped back around to lurch into the Time Lord's face again, "Any statements by the Duke of Manhattan may not be made public without official clearance."

"Frau Clovis," he moaned, reaching out to her with a shudder, "I'm so weak…"

The neurotic woman rushed to his side, pulling his offered hand into hers reverently. She hissed over her shoulder to the cat, "Sister Jatt! A little privacy, please!"

The Sister gave the raven haired girl a pointed look, and gestured that they should move on to their destination. The Doctor gave a noncommittal noise and followed.

"He'll be up and about in no time," the nun assured.

Black eyebrows rose with surprise that a nurse didn't know better than that, "Oh, I doubt that. Petrifold Regression means he's turning to stone. There won't be a cure for…" She scratched her ear, estimating their timeline, "…About another thousand years? He might be up and about, but only as a statue."

"Have faith in the Sisterhood." Sister Jatt was resolute. She looked around, patience fraying, "It there no one here you recognize? It's unusual to visit without knowing the patient."

"No," the Doctor said, suddenly distracted, "I think I've found him."

She stepped soundlessly towards a floor to ceiling window overlooking the river and cityscape. Next to it sat a gigantic tank that housed an equally massive reddish face edged with short tentacles and lined with ancient wrinkles. The glass was cloudy from the smoke being slowly pumped into the containment vessel.

"Novice Hame," spoke the Sister as they approached, "May I leave this young lady in your care?"

"Oh, I think my friend got lost on her way up–" interrupted the Time Lord quickly, "Her name is Brittany Pierce. Could you ask at reception?"

The elder feline nodded serenely before stepping away, "Certainly, miss."

The young Sister-in-training that was standing watch over the tank's care nodded a sort of bow at the Doctor, and spoke in a high, delicate voice, "I'm afraid the Face of Boe is asleep, miss. That's what he tends to do these days."

She looked over the clear glass kindly, then shifted her light eyes to meet the Doctor's, "Are you a friend, or…?"

The girl took a breath, shaking her head slightly and raising her brows, "We met just the once, on Platform One. What's wrong with him?"

Green, slit pupil eyes filled with a sincere sympathy, "I'm… I'm so sorry, I thought you knew– The face of Boe is dying."

Both of their gazes shifted to the sleeping face next to them. The dark girl tilted her head slightly, "Of what?"

"Old age. One thing we can't cure." The furred girl looked back up, "He's _thousands_ of years old. Some people say millions, but that's impossible."

The Doctor smiled wistfully, her eyes gaining what the novice felt was a strangely hollow look, "Oh, I don't know. I like impossible."

She crouched down in front of the tank, and pressed her small palm against the glass.

"I'm here," she said in a low voice, "I look a bit different, but it's me. It's the Doctor."

The Face of Boe shifted restlessly at her murmuring, huffing a breath or two in an unconscious response, but ultimately continuing to sleep.

* * *

Brittany cautiously stepped over the threshold of the room she'd seen that odd little man duck into, and tightened her grip on her makeshift weapon. Brushing through a flimsy barrier of plastic sheets brought her face to face with an archaic looking projector topped with lazily spinning reels of videotape. A tinny piano solo crept weakly from its scratched speakers as the thing projected a video onto the opposite wall where a shakily recorded dinner party seemed to be playing out. The camera moved through a crowd of people chuckling at their muffled conversations, gesturing to each other with their thin glasses of champagne. The view brushed past a suited shoulder and focused on a middle-aged woman in a sparkling turquoise gown who was nodding sagely to the tuxedoed men she was talking to, "Isn't it wonderful? You never know what your life is going to be like. Not ever."

She pushed her half empty margarita glass towards the cameraman without looking at it, "I'm bored with this drink– Oh, hello, darling!" The dark blonde lady shook her head flirtatiously, pretending to be mad at whatever the new gentleman was whispering in her ear, "Oh, don't! Stop it, you!"

Brittany blinked in recognition, "Wait a minute, that's–"

She spun suddenly as a voice behind her matching that of the woman on the tape piped up, "Peek-a-boo!"

Her jaw dropped open.

Stretched out on a metal frame like an animal pelt was a familiar expanse of nearly translucent light pink skin. A multitude of dark veins pumped visibly through the flesh, all trailing back to the center where a set of feminine eyes and mouth sat, heavy with makeup. The face fluttered its eyelashes at her, prompting a flood of déjà vu. The blonde had seen this bizarre approximation of a body before, back when the Doctor took her on their first adventure together to watch the empty future Earth be destroyed by its expanding sun. They'd been on a decadent sort of observational platform with a number of affluent guests from all over the galaxy, including a piney woman called the Forest of Cheem who she was pretty sure had been flirting with the broad shouldered Doctor, and a big disembodied head in a tank named the Face of…. Something. It wasn't important. This approximation of a creature, though, was hailed as the last human. The Lady Cassandra O' 17 was, apparently a fan of cosmetic surgery unfortunately, and in an effort to become the thinnest, most beautiful form possible, she'd reduced herself to a veritable skin blanket pinned to a bit of polished scaffolding over a little tank that contained the physical mass of grey matter that was her brain. The most shocking thing about unexpected encounter encounter, however, was that Brittany had watched her die. After the former-human had tried to sabotage the platform's shields and nearly succeeded in obliterating all the life forms on the ship the "last human" had been left without her pair of moisturizing boys, and Brittany had seen the stretched skin dry out until the tension had to be released, causing the flesh to snap into a mess of debris.

Obviously she'd somehow survived.

"D–Don't you come anywhere near me, Cassandra!" she yelled, brandishing her bit of metal at the pair squinting at her from across the room.

The eyes rolled, "Oh, what do you think I'm going to do? Flap you to death?"

"Well… No, but what about Gollum, there?" the blonde said, waving her stick at the twitchy little man.

"Don't worry about him, that's just Chip. He's my pet."

"I worship the mistress!" the man stated proudly.

"Moisturize me. _Moisturize meeee,_" whined the skin. Chip lifted a spray bottle to her and began spritzing delicately.

"He's not even a proper life form," the last lady explained, "he's a force-grown clone that I had modeled on my favorite pattern, but he's so very faithful. Chip sees to my physical needs."

"I really hope that means food," Brittany grimaced, "But how are you even alive?"

The eyes glared at her, "After you _murdered_ me?"

"That was your own fault," the blonde scoffed. She remembered the hard look in the Doctors eyes when he denied her plea to help the woman, though. There had been something unforgivable done while she'd been trapped in that room with the cracking glass window. The Doctor had managed to get the shields back in place before the blast of an expanding El Sol hit them directly, but something precious to him had been sacrificed and he'd been out of mercy for the begging traitor.

"The brain of my mistress survived," chirped the man adoringly, "and her pretty blue eyes were salvaged from the bin."

"But what about your skin? I saw you get ripped apart…"

"That piece of skin was taken from the front of my body. This piece is the back."

Brittany snickered, "So right now you're literally talking out your–"

"Ask not," the skin warned angrily.

"The mistress was lucky to survive. Chip snuck the mistress into the hospital." The clone nodded resolutely, "Chip steals medicine. Helps milady. Soothes her. Strokes her–"

"You can stop there, Chip," Brittany said, scrunching up her nose in distaste.

"But I'm so alone, hidden down here. The last human in existence…"

The blonde shook her head, "Don't start that again. This planet is called 'New Earth,' and there are millions of humans out there."

"Mutant stock," she scoffed.

"They evolved, Cassandra. They evolved, like they should, but you stayed still and got yourself, I dunno… Pickled or whatever, and what good did that do you?"

The lady turned her eyes to the still rolling projection, "Ahh… I remember that night. Drinks with the ambassador of Thrace. That was the last time and one told me I was beautiful. After that it all became…" She sighed harshly, "Such hard work."

A shrug, "You seem to be pretty good at surviving, at least."

"I've not been idle while tucked away under this hospital, Brittany, and aside from having Chip spy on you since your arrival, and overriding the elevator programming to bring you here I've been listening." The space where eyebrows should have been shifted upwards slightly, "The Sisters are hiding something."

The girl tilted her head, "What do you mean?"

"Oh, these kitties have secrets… Come closer, let me whisper to you…"

She barked a laugh, and stepped back, "You must have knocked your brain on something if you think I'm coming closer to–"

Her last step back was met with a sudden shock of light from metal rails bolted to the walls on either side of her. The light twined around her arms, holding her captive with a strong restraining force. She struggled, grunting in an effort to free her arms, but to no avail.

"Chip, activate the psychograft!"

"I can't move! Let me go!"

The patterned man threw a lever on another wall, sending a cone of blue lasers down from the ceiling over Brittany as she tugged at her arms helplessly.

"What are you doing? Stop!"

"The Lady is moving on," crowed Cassandra, "It's goodbye, trampoline, and hello blondie!"

A cloud of pink light erupted from the stretch of skin and floated across the dingy room towards the girl. As the pink melted into the pale skin of Brittany's face the blue light receded into the ceiling and the hold on her arms released. Chip flipped the lever back into place and rushed to the girl's side to protect her head as she collapsed. The metal rod clattered away from them.

The blonde stirred, then coughed.

"Mistress?" the clone asked, hovering over her limp form.

"Moisturize me…"

Chip jumped away to find the spray bottle, and Brittany stretched out her limbs. She paused, staring at her hand.

"…. How bizarre…" blue eyes widened, "Arms… I have arms…. Fingers… Hair!" she shot up, racing for a mirror, "Let me see! I have to see!"

Standing before a discarded safety mirror she ran her hands through her hair, she gasped, "Oh my god… I've done it!"

* * *

"_Hope, harmony and health,"_ echoed the PA system.

The Doctor made her way back to the smoky tank, and passed the novice sitting by the Face of Boe a glass of water. She looked up gratefully, "Thank you. There's no need, though."

The Time Lord gave her a small smile and shrugged passively, moving towards the massive window, "You're the one working."

"There's nothing much to do. Just maintain his smoke, and I guess I keep him company." The young feline sighed lightly, "I can hear him singing sometimes in my mind. Such… Ancient songs."

"Am I the only visitor?" The Doctor asked softly.

Novice Hame gave the tank a sorrowful look, "The rest of Boe-kind became extinct long ago. He's the only one left. Legend says the Face of Boe has watched the universe grow old."

A smile twitched at the corner of the girl's lips at this, and then at the excitement on the novice's furry face when she turned to her again, "There are all sorts of superstitions about him. One story says that just before his death the Face of Boe will impart his great secret." She glanced back at the sleeping face, "That he will speak those words only to one like himself."

"What does that mean?"

"It's just a story," the cat laughed.

A black eye brow lifted, "Tell me the rest."

Hame looked her over, taking in the gentle seriousness in her expression, "It's said he'll talk to a wanderer. To the one without a home. The lonely god…"

The Doctor's eyes slid away from the cat's to rest on the aged face breathing softly beside them, mulling over the feline's words.

* * *

"Look at me! What a common face! I went from the highest elegance to practically a peasant!" Brittany's head cocked to one side, scrutinizing its reflection, "Although… This body _does_ have a nice shape to it…"

She lowered the zipper on the thin jacket she was wearing and opened the collar of the shirt underneath to better flaunt her newly acquired assents. She lifted the bottom hems to peer at the skin of her abdomen, "And look at this definition…"

"Mistress is beautiful," trilled Chip, bouncing gleefully on his toes. Cassandra glanced over his shoulder with Brittany's eyes, and sighed.

"Oh, but look at that…!" They both turned to the tank sitting under the metal scaffold that used to sustain her.

" The brain meat has expired," Chip moaned pitifully, "My old mistress is gone…"

"But safe and sound in here," the woman rasped, her voice in a distortion of the blonde's usual tone as she tapped a pale finger to her temple.

He bent to peer at her head, "What of the Brittany child's mind, though?"

"Oh, it's tucked away. I can just about access the surface memory. She's–" Her eyes widened with a trace of panic, "Oh god, she's with the Doctor. That girl…. She's the Doctor. The same Doctor, with a new face. That… That _hypocrite_!"

She spun to storm back towards the mirror with the little clone man on her heels, "I _must_ get the name of her surgeon! I could do with a little work, although…" She ran an admiring hand over her new backside, "That's a nice bit of ass…"

Something started chiming.

"Oh! It's ringing! Is it supposed to ring? I haven't had one in so long…" Her long fingers tugged a small chunk of plastic from her back pocket and the fumbled with it in her hands.

"A primitive communications device, I believe, mistress."

She accidentally pressed a button and a female voice called out from the little box, "Brittany? Where are you?"

Cassandra whispered to her pet, as she raised the phone to her ear, "How is she supposed to speak?"

"Old Earth American English," he whispered back, wringing his hands worriedly. She nodded and tried to remember what that sounded like.

"Um… Hey there…" she drawled in a deep southern accent.

"Where've you been? How long does it take to get to Ward 26?" the Doctor asked, sounding a bit peeved.

"I'll head right on up that thar elevator, and I reckon I'll be just a minute longer."

The Doctor's eyes narrowed in confusion, but she just shook her head, looking to the tank, "Well, hurry up, you'll never guess who I met. I'm with the Face of Boe! You remember him?"

The current blonde gave a fake laugh and tried to keep her grimace from coloring her voice, "Sure do! That big old Boe… Race…?"

The sound of a cork popping over her shoulder caught the Time Lord's attention, "Right, I've got to go. I'll see you in a minute. Don't get lost again."

She ended the call and set the big white phone back on the reception desk so she could make her way over to the sound of celebration.

"Oh, hohoho! I didn't think I was going to make it, my dear," chortled the oversize Duke of Manhattan, waving his glass of champagne at the black suited woman beside him. The Latina stepped closer with a polite smile at a man she couldn't fathom having survived his disease. His color was much better, though. Instead of a stony grey his skin held a healthy pink glow and he seemed to be moving without any kind of pain. The duke saw her and grinned, shouting, "Oh! It's that girl again! She's my good luck charm, you know. Come in! Don't be shy!"

The stern woman turned to her, quickly assuring that any friendship expressed by the Duke of Manhattan does not constitute a formal legal contract.

"Winch me up," he cheered with a wink. His assistant, or legal representation (the Doctor wasn't entirely sure), pointed a remote towards the chains attached to the head of the duke's bed. They quickly cranked him up from a partial recline into a sitting position, "Ha! Look at me! No sign of infection!"

A butler sidled up next to the girl and offered a glass of celebratory champagne, but she waved him off, "No thanks. Um… Sir, you had _Petrifold Regression_, right?"

He grinned merrily and laughed, "_Had_ being the operative word. Past tense! Completely cured!"

She shook her head in puzzlement, ruffling her long black hair, "But that's impossible."

An older Sister, her pelt significantly paled with age, had appeared at her elbow silently, "Primitive species would accuse us of magic, but it's merely the tender application of science."

The Doctor stared at her. She had a _very_ bad feeling about this, and where was Brittany?

"How on Earth did you cure him?"

Furry brows rose with mild amusement, "How on _New_ Earth, you might say."

The girl frowned, and nodded to the colorful IV bags the duke was connected to. Light from the windows filtered brightly through the orange and blue liquids, "What's in that solution?"

"A simple remedy."

"Then tell me what it is."

"I'm sorry," the cat quipped, not sounding sorry at all, "Patient confidentiality."

The feline peered at her, eyeing the blazer she'd been wearing under her discarded coat. She had cuffed the sleeves on so they left her wrists uncovered and a bit of the black striped white lining peeked out. The woman's whiskers twitched in silent judgment, "I don't believe we've met. My name is Matron Casp."

She forced a smile, "I'm the Doctor."

Slit eyes flashed dangerously, "I think you'll find that _we're_ the doctors here."

Another Sister scurried up to them, calling the elder's attention, "Matron Casp, you're needed in intensive care."

"If you would excuse me," she said to the Doctor in a clipped tone.

The girl nodded back, still holding that painfully fake smile. She watched the cats pick up a swift pace, the younger whispering under her breath to the matron, "It's happened again. One of the patients is conscious."

"Well, we can't have that…"

* * *

"This Doctor woman is dangerous," whined the tattooed clone fretfully. He tugged at the edges of his cap as he watched his mistress muss her hair into a position she liked.

"Dangerous and _clever,_" she replied, tossing away her jacket so she could open another button on her shirt. She tested the amount of cleavage this body would allow in the mirror, "I might need a mind like hers. The Sisterhood is up to something. You remember that old Earth saying? 'Never trust a nun, never trust a nurse, and _never_ trust a cat.' Perfume?"

Chip pulled a bottle from one of his pockets and held it out to her. She smiled, and tucked it into between her breasts for safekeeping before turning to exit the room for the last time.

After a quick elevator ride, and a command for Chip to keep far out of sight Brittany's body rounded a pristine white corner and twisted its expression into a cheerful smile for the Doctor a few feet away. Cassandra steered herself over to the girl when she beckoned, "There you are! Come look at this patient."

She pointed her at a man in a hospital gown with bright red skin hovering over the floor. His arms were outstretched, and he was hooked up to a pair of green and pink IV bags, but he looked peaceful.

"Marconi's disease," she said the darker girl, shaking her head, "It should take years to recover, but here it takes two days. I've never seen anything like it. They've invented a cell-washing cascade. It's just... Amazing."

She glanced at the blonde, "Their medical science is _ridiculously_ advanced. And this one–"

The Doctor jogged over to another bed, raven locks bouncing behind her. She stopped and nodded to the colorless man lying stiffly on a chair-like bed, attached to a yellow and red set of IV bags "Palidome Pancrosis. It kills you in ten minutes, and he's fine."

The Time Lord was obviously caught up in her own rapid-fire brain as she tried to make sense of the Sisterhood's ability to heal. She wrapped a tan hand around Brittany's arm to usher her towards a little side room where she thought she'd seen a computer monitor set into a wall, speaking lowly, "I need to find a terminal so I can see how they do this, because if they've got the best medicine in the world then why's it such a secret?"

The taller girl shrugged, looking around, speaking with that slow drawl again, "I an't got the slightest idea."

The Doctor stopped, eyeing her strangely, "What's with your voice?"

Blue eyes widened nervously, before Cassandra brought them back to normal, glancing at the caramel skinned traveler, "Oh, I was just, you know… Jokin' 'round about New Earth…"

She hissed a deep breath, running her hands down her sides to rest on her hips, and eyeing the Time Lord's chest, "New me..."

The Doctor tamed her wary expression and tried a smile, "Yeah, well, I can relate, being a new new Doctor, and all."

"Mmm… Aren't you just," Brittany's mouth said, breathily. Her eyes had darkened with a look the other girl didn't have time to even try to place before the blonde lunged at her, pressing her lips firmly against the fuller ones on the Doctor's face. The pale pink lips moving against hers muffled the darker girl's noise of surprise even as her eyes fluttered shut against her will. Long fingers tugged roughly at black tresses and their bodies rocked with the force of the bruising kiss. They tore themselves away, blinking in shock and a slight daze. The Doctor stared at her, panting softly, her mocha eyes glanced with confusion and something else while Cassandra tried to figure out what the hell just happened. The body she'd thought she was controlling had overwhelmed her for a moment– not that she was really going to complain. Girls might not be her thing, but that kiss was definitely not the worst experience she'd ever had. She wiped her mouth, trying to blink away the heavy feeling of her eyelids, and pointed to the left, "T–the terminal is… right over there…"

She let out a shaky breath and fanned her face with one hand, moving towards the screen. The Doctor just stared after her, dumbfounded.

"…. Yeah…," she finally squeaked out to herself, her voice octaves higher than usual. She brushed a hand through her hair before following, "I still got it."


	7. Chapter 7

"Hmm… I'm not seeing anything strange here. Just the usual… Surgery, post-op, nanodentistry… Still no sign of a shop," the Doctor shook her head, scanning the terminal screen. Her fingers skimmed over the inlaid computer, sifting through graphics and listings, "They should really have a shop."

"No, it's missing something else," moaned Brittany's voice. She inched closer to the read out, eyeing it intently, "When I was in the basement those nurse/cat/nuns were talking about intensive care," blue eyes flickered around the data, "but where is it…?"

The dark haired girl raised a brow, throwing a look at the directory, "You're right. Well done."

"Why would they hide an entire department, though?" the pale one huffed in frustration, "It's got to be in here somewhere. Search the subframe."

A mocha gaze glanced over briefly with narrowed eyes, and then shot back to the display, "What if the subframe is locked?"

Brittany's eyes rolled, "Then try the installation protocol, obviously."

The Doctor nodded in confirmation of both what the other girl had said, and a curious thought bouncing around in her head. She fumbled with her blazer pockets, and pulled out the small metal tube that was her sonic screwdriver, "Right, of course. Sorry."

Flicking the device on she started the high-pitched whirring and motioned delicately over a section of the screen with its blue-lit tip, "Hold on. It'll just take a second."

A deeply resonating thrum gently vibrated the wall the terminal was set in before a loud hiss of released air pressure sounded from above the pair. Two sets of eyebrows lifted as they took a step back. The whole section of wall paneling in front of them sunk into the floor, revealing an entryway previously hidden by the room's seamless white. The Time Lord surveyed the dark cement hallway cautiously, but Brittany's face curled into a smugly determined expression, and Cassandra chuckled to herself, stepping forwards confidently. She'd known there was something fishy around here besides the breath of furry-faced nuns.

"Intensive care, I assume…" mused the Doctor, picking up her pace to follow, "It certainly _does_ look intensive."

Their turned backs missed the whiskered white habit that caught a glimpse of the curious visitors disappearing around the corner.

A couple more turns and one dead end lead them to a series of narrow metal stairs with white railings that wound down a couple levels of a very large utilitarian room. Pipes and tubing were strung all over the walls, and both the sporadically placed doors and dark gray walls were stained with rust, age, or both. The girls stomped down the steps as quietly as they could, which admittedly wasn't very, and out onto a gangway lined with glowing oval portholes about three feet wide, and six feet tall. Their breath hitched at the sight that greeted them as they looked out over the railing. As far as they could see, both up and down, were more of these portholes. Level upon level upon level lit only by the eerie green glow from the other side of the heavy doors, and the similarly colored status lights beside them. Viewing them from the across the hollow stretch between the sides of the "Intensive Care Unit" made it clear that there were fuzzy silhouettes centered in each containment pod. An icy shiver ran down Brittany's stolen spine.

The Doctor's tan jaw clenched visibly as she turned away from the inner workings of the hospital, and steeling her nerves, she lifted the screwdriver in her hand towards the small control panel attached to the nearest porthole. With a sonic whirring, the heavy lock released, and the status light flipped from green to red. Small bronze hands grasped a notch in the door and swung it open. Unidentifiable gasses hissed from tubes inside, and a shrill beeping broke their self-imposed silence before fading away as pressures equalized. Inside, propped up on a sort of rack that kept him standing while bracing his arms like a chair, was a man. A very, very sick man. His olive skin was disfigured with a rash of lesions and boils, and his head trembled unsteadily when he tried to focus on the figures suddenly standing before him. His dark brown hair, matted in places, but missing in others, tried fruitlessly to sway with the wobble of his shaky head, and his eyes were glassy with exhaustion and illness.

"That's disgusting," Cassandra said, coating Brittany's voice in a mix of revulsion and morbid intrigue, "What's wrong with him?"

The Doctor's expressive brown eyes were wide, brimming with pity. She shook her head slowly, meeting the man's bleary gaze, rasping softly to him, "I'm sorry. I'm so sorry."

Slowly she took a step back, and moved the door back into place, never taking her eyes off of his. There was a haunted look on her face that Brittany's surface memories latched onto as familiar, but Cassandra didn't recognize. The Time Lord resealed the hatch, red flipping back to green, and stepped over to the next door on their row. She unlatched it with her sonic screwdriver, again, green light flipping to red on the control panel, and slid the new door open to find a woman propped up on the same little stand, her hair long and stringy with grime and pale skin marred with some kind of pox. Her joints looked painfully swollen with infection.

"What disease _is_ that?" Cassandra breathed in a hushed horror.

"All of them," the other girl replied solemnly as her dark eyes scrutinized those of the tortured woman, "Every single disease in the galaxy. They've been infected with _everything._"

Blue eyes skipped to the Doctor's face, "What about us? Are we safe?"

"The air is sterile. Just don't touch them."

The Time Lord swung the door shut, and it sealed itself, red light going green. She spun away and braced her hands against the railing, taking a few harsh breaths in an attempt to reign in the rage that was boiling up inside of her.

"How many patients _are_ there?" the blonde questioned, looking over the rows of green lights stretching up into darkness.

"They're not patients," the Doctor stated, her knuckles paling as she gripped the guardrail.

Cassandra looked at her, brow furrowing, "But they're sick…."

"They were born sick," the dark girl stated, her mouth twisted into a furious scowl, "They're made to be sick. They exist to be sick. They're _lab rats_," she spit, glaring around the massive room, "No wonder the Sisters have a cure for everything. They've built the ultimate research laboratory. It's a human _farm_."

She wanted to throw something, but all she had was a companion and her sonic screwdriver, so she settled for shoving her hands into her pockets and storming angrily down the walkway.

"Why don't they just die?" Cassandra asked, trotting after her.

"Plague carriers." Black hair ruffled as she shook her head, "They're always the last to go."

"It's for a greater cause," broke in a soft, high voice.

Both of their heads snapped up to the sound.

"Novice Hame…," the Doctor acknowledged lowly. Her face tried to twitch into a sneer, but she pushed the urge away as the cat stepped out of the shadows near the and of the gangway, her paw-like hands clasped in front of her, "When you took your vow did you agree to this?"

"The Sisterhood has sworn to help," she said, sounding rehearsed.

"What, by _KILLING_?" the Doctor yelled. Rage trembled in her shoulders.

"They're not real people," the cat tried to explain, "They're specially grown. They have no proper existence…"

Thin pink lips pursed with Cassandra's interest as perfect black eye brows shot up, and the Time Lord started pacing towards the feline, her expression incredulous and incensed, "What's the turn over rate, hmm? A thousand a day? A thousand the next? A thousand the next? How many thousands? For how many _YEARS?_" the Doctor roared, "HOW MANY?"

"Mankind needed us," she said, imploringly, "They came to this planet with so many illnesses... We couldn't cope." Her headpiece quivered as she shook her head, eyes pleading for understanding, "We _did_ try… We tried everything. We tried using bone meat, and bio-cattle, but the results were too slow, so the Sisterhood grew its own flesh, and that's all they are. Just flesh."

"These people are alive," the Time Lord hissed.

"But think of those humans out there–" her pointed teeth peeked over furred lips, "they're all healthy and happy thanks to _us."_

"If they live because of _this,_ then life is _worthless_."

"Who are you to decide something like that?"

"I'm the Doctor." The Latina took another few steps forward, head cocking dangerously, "And if you don't like it– if you want to take it to a higher authority– there isn't one. It stops with _me_."

Novice Hame shuddered at the intimidating presence that rolled in waves off the tiny brunette now only a couple feet away from her.

Cassandra cut in, sliding around the Time Lord's side, idly playing with a lock of yellow hair as she watched the aliens, "Just to confirm– none of the humans in the city actually know about this?"

"We…" The cat took a breath, "We thought it best not–"

"Hold on." The Doctor waved a hand to stop them, clamping her eyes shut for a second before opening in a glare at the novice, "I can understand the bodies. I can understand your vows. One thing I cannot understand, though– What have you done to Brittany?"

The other two blinked in shock, but for different reasons. Brittany's body froze.

"I– I don't know what you mean–," the cat began.

"I'm being very, very calm," the girl's face was filled with barely contained fury as she glared at her, "I want you to be aware of that. The only reason I'm being so very, very calm is that the brain is an extremely delicate thing, so whatever you've done to her I want it reversed."

Cassandra bit her borrowed lip, eyes sliding away from the Time Lord's current argument guiltily.

Slit-pupil eyes were wide with confusion, "We haven't _done_ anything…"

"I'm perfectly fiiiine," smiled Brittany's face, her tone syrupy sweet.

The Doctor didn't even acknowledge her, gesturing wildly at the row of green doors around them, "These people are dying, and Brittany would care."

The blonde huffed and rolled her eyes, "Ugh, alright, clever-clogs."

She reached out with pale hands to straighten the lapels of the dark jacket as the other girl turned to her, letting her eyes rake over the compact frame in the off chance such an intimate gesture would distract the Time Lord again.

"Smaaarty-pants… _Lady killer_…." she purred in a falsely husky voice, fluttering her eyelids.

The Doctor stared, searching her face, "What's happened to you?"

Cassandra pursed her lips in disappointment at her failed trick before speaking again, "I knew something was going on in this hospital, but I needed _this_ body and _your_ mind to figure it out."

Dark eyes narrowed, "Who are you?"

She leaned in, tugging the smaller girl nearer with her jacket. She brought her pale pink lips close enough to just barely brush against the curve of a an ear and whispered, "…the Last Human."

The Doctor jerked back with a frown, "Cassandra?!"

"Wake up and smell the perfume," the blonde hissed, snapping the tiny perfume bottle she'd pulled out of her bra up to the other girl's face. A single spray hit caramel skin and the Doctor crumpled to the floor, her head cracking forcefully against the base of the wall.

"What are you doing?! You've hurt her! I don't understand!" Novice Hame jumped to the fallen girl's side, crouching in a panicked flutter to check for wounds, "I'll have to fetch the Matron–!"

"Do that, because I'd like to see her," Cassandra interrupted. The cat trembled as borrowed blue eyes flashed, "Now _run along and sound the alarm_!"

As the Novice abandoned the unconscious Time Lord in favor of scurrying away for help Cassandra took it upon herself to start up the warning sirens by ripping a low hanging mess of tubes and wiring away from the wall. Electricity crackled and sparks rained down in her wake. A alarm screamed around the massive hidden chamber, red bulbs flashed in distress, following the cat as she ran through the cement hall towards the nearest exit. As she came upon the opening leading to the white walled patient area of the building the young would-be nun stumbled into a pair of Sisters making their way calmly in to investigate the ruckus.

"Matron," she cried to the eldest of them, "It's those girls–"

The freckled feline beside the Matron nodded to her firmly, "We heard the alarm, now get back to work. Tend to your patients."

Novice Hame nodded back, and continued past them, her steps still nervously rushed. She glanced worriedly over her shoulder as she retreated to her duties like she'd been told, and saw the pair of grey habits swish around the dark cement corner.

* * *

Deep brown eyes slowly flickered open. Shaking her head lightly to dislodge the last sluggish dregs of unconsciousness the Doctor lurched back in surprise. Everything around her was an ominous green. The stand she was propped up on rattled as she twisted her head around to take stock of her surroundings. Nothing but dirty green walls, and sickly green light. The Latina gasped, and pulled her arms to her chest, careful not to touch the walls. She shouted as loudly as she could, fighting the natural urge to bang on the locked door, "LET ME OUT! GET ME OUT OF HERE!"

Her voice echoed a short way down the outside of the porthole that was the door to her prison, and a blurry shape stepped up to the other side of the grime coated glass. She could just barely make out the shadows where eyes probably sat, and a cruel twist in what she assumed were lips.

"Aren't you lucky there was a spare?" Cassandra cheerfully called through the door, "It's standing room only, though."

"You've stolen Brittany's body," the dark haired girl snarled.

Brittany's head cocked slightly to one side and the shadows of her eye sockets narrowed, "Over the years I've thought of a _thousand_ ways to kill you, Doctor, and now that's exactly what I've got. One thousand diseases." She trailed a pale fingertip in a lazy spiral over the clean side of the door, "They top off the patients with a pump every ten minutes. You've got about, oh… Three minutes, I'd guess."

Mocha eyes couldn't help but skip around the tiny closet of a room. Part of her mused that it was really more like a casket than a room, but that wasn't important. Her gaze dropped back to the hazy figure mocking her with a tap to Brittany's wrist, mild claustrophobia and the natural wrath she was learning this body constantly had bubbling just under the surface blending to grate at her nerves.

"Just let Brittany go, Cassandra," she warned, her voice low and strained with fury.

"I _will_! Just as soon as I find someone younger, and… Less common. Then I'll throw her out with the trash. Now be quiet, it's time for the show!"

"Anything we can do to help?" quipped a voice.

Blonde hair flew as Cassandra whipped her head around. Sister Jett and Matron Casp had approached silently, and now stood a few yards away, hands clasped at their front as usual.

The "Last Human" grit her stolen teeth, "Straight to the point, whiskers– I want _money_."

Sister Jett chuckled, "The Sisterhood is a charity. We don't give money, we only accept."

Blue eyes narrowed into a glare again, "The humans across the water pay you a fortune, and that's exactly what I need."

The Doctor counted the passing seconds in her head as she listened, trying not to breathe too deeply.

"A one-off payment would be fine– Maybe a yacht, too– and in return I won't tell the city about your institutionalized murder." Cassandra tilted her head, challenging, "Is that a deal?"

The furry matron's brow rose in a visual scoff as she tapped away at a device in her hand, and Sister Jett answered, smiling with pointed teeth, "I'm afraid not."

"I'd _really_ advise you to rethink that decision."

"Oh, there's no need," smirked the Sister, her whiskers twitching in mock apology, "I have to decline."

"I'll tell them!" the blonde shouted, "I will! I'll tell them, and you can't stop me! You're not exactly nuns-with-guns. You're not even armed."

The Matron silently slipped her device into a fold of her robe and the other cat's chin lifted. A menacingly savage expression slipped over her as she raised one hand for display by her face, "Who needs, guns when you have _CLAWS?"_

With a jerk of her wrist long, sharp nails shot out of her fingertips, each a few inches long, and razor sharp.

Brittany's shoulders shrugged, "Eh. Well, it was a nice try."

Cassandra spun on her heel to face the clone man cowering in the shadows behind her, "CHIP? PLAN B."

He shuffled out of hiding and Sister Jett suddenly had a very bad feeling about the changing situation. As patterned fingers wrapped around a metal lever jutting out of the control terminal he'd been crouching behind the Sister felt her advantage slip away. Chip tugged the steel into a new position and a siren blared once more. All of the glowing green doors on their level unlatched and swung open, forcing the cats to jump out of the way. With a hiss of air pressure and groans of tormented bodies being suddenly bathed in fresh air the prisoners were released.

The Doctor bolted forward out of her containment, finally letting her lungs fill with a gasp, and nearly slamming into Brittany's body in her rush. Catching herself on her toes before accidentally taking them both out her head snapped around, seeing the fear overtaking feline faces on one side, and the familiar blonde head storming away on the other, while Chip still had his hands locked around the door controls.

"What have you done?!" she yelled.

All around them slow moving bodies were pushing their way out of their metaphorical and literal coffins, their grimy hair dangling messily around them and most of their skin in various states of disfigurement. They all wore matching hospital smocks, stained with revolting by products of the thousands of diseases they were infected with.

"I gave the system a shot of adrenaline just to wake them up," Cassandra explained before shooting the Sisters a cheerful wave and picking up her pace, "See ya!"

The Doctor took of after her, staring wide-eyed at the disease-ridden masses collecting behind them. She yelled back to the panicking cats, and up to the woman controlling her companion's body before disappearing down the hallway after the blonde, "Don't touch them. What ever you do, _don't touch them!_"

"…_Save us…. Save us…. Save us…."_ breathed the crowd of abscess-covered people creeping towards the Sisters. Their heads were tilted down with the weight of pushing through their sickness to walk, but their cloudy eyes were locked firmly on the cats.

"…. I think we should withdraw," noted the Matron in the calmest whisper she could manage.

"_We understood what you did to us,"_ rasped a tall, hunched man near them, _"As part of the machine…. We _know_ the machine…."_

The two furred nuns backed away slowly, eyeing him with intrigue. Sister Jett leaned to whisper to the graying matron, "Fascinating… It's actually constructing an argument..."

"…_And we…. Will end this…."_

The speaker slammed his hand into the glass casing of a bit of electrical systems, shattering the glass, and using his own flesh to short out the circuit. Lightening shot through him with the smell of burning skin, and his whole body quaked with the energy. He fell to the floor, lifeless, but his work was done. The short blew out the main control systems, and set off a chain reaction of explosions through the cavernous room. Sister Jett's jaw fell open as she watched the power surge work through the levels. Floor after floor, row upon row blew with snaps and sparks, loosing all of the trapped experiments onto the levels of gangways. The harsh echo of "_Save us…. Save us…" _seemed to get exponentially louder as more doors flung open. The felines women stared over the railing in awed horror.

"T– They're free," the gray cat stuttered, "By the gods of Centauri– the flesh is _free!_"

"_Stop the pain…"_

They whipped back around at the sound. More diseased were shuffling unsteadily towards them. The two lurched away, stepping clumsily back the way they had come, but Sister Jett accidentally let herself be cornered. She was hissing and growling, swiping her claws at the blistered body pressing ever nearer, but still trying not to touch the young, blistered girl. As her spine hit the metal rail one shaking arm reached out to caress the fur on her cheek. An sobbing wail broke past her pointed teeth and the Matron watched on in horror, her body flooded with unadulterated terror, as infected boils immediately broke out on the Sister's face, spreading like wild fire over her visible coat, and her body convulsed once before falling to the floor in agony as illness overtook her.

* * *

"Oh my god…" whispered Cassandra when they paused to look over a railing at the throngs of groaning people stumbling out of green porthole doors.

The Doctor gripped the guardrail in dread, her shoulders painfully tense, "What the hell have you done–"

"It wasn't me!"

"One touch and you'll get all the diseases in the world, and I want that body safe, Cassandra!" she snapped angrily. Dark eyes glance up at the stairs they'd just descended, and she pushed a forearms against the blonde to start her moving again, "We've got to keep going down, now!"

"But there's thousands of them–!"

"_RUN!_" the Time Lord screamed again, shoving her to the next flight of stairs, "_DOWN! KEEP MOVING!_"

Three panicked sets of feet flew down the steps, followed slowly by the dragging shuffle of innumerable others. On the floor they'd abandoned Matron Casp had made it to an emergency phone built into one of the walls. Grabbing it off the handle she yelled into the receiver, "QUARANTINE THE BUILDING!"

Instantly sirens shrieked again, and all the entrances to the structure were sealed off with walls of reinforced, semi-transparent shielding. At the sound the cat tossed the phone away and continued fleeing, ducking under outstretched arms searching for a hold on her.

All over the hospital the PA system rattled off a standardized notification, _"Warning: This building is under quarantine. No one may leave the premises. Repeat: No one may leave the premises."_

Curious nuns seeking the source of the problem slid open the hidden doors only to find personified infection clawing at them from the other side hissing for an end to their pain. The stunned and slow moving were pulled into the throngs of misshapen limbs and saturated with disease, themselves.

* * *

Finally reaching the lowest floor where Brittany had first run into Chip her hand battered the elevator call button.

"It won't work, we're in quarantine!" the Doctor shouted distractedly, her mind racing for a solution, "Nothing's going to be moving!"

"This way, then," Cassandra shouted back, dodging around the small Latina towards the room she'd lived in while healing. The Time Lord was on her heels when a pack of roaming sick nearly ran into her. She managed to dance around them, twisting on one foot and kicking out a leg to spin around them without touching, but Chip wasn't fast enough. A pitiful whimper escaped him as he realized his escape was cut off. The females tripped to a halt, and mocha eyes automatically darted around for a way to save him.

"Don't let them touch you!" the Doctor yelled again, rushing forward impulsively, thinking maybe she could find something to push away the horde with, but she was jerked back by a pale hand gripping her suited arm. Shooting a frustrated look at the possessed blonde she ground her teeth in aggravation.

"Leave him!" Cassandra called over the sniveling from her servant. She used Brittany's muscles to force the smaller girl back towards her, "He's just a clone thing. He's only got a half-life. _Come on!_"

"Mistress!" Chip sobbed, reaching a patterned hand in her direction in despair, but she was already jogging through another doorway, long yellow locks flipping around the corner.

"I'm sorry!" the Doctor cried to him, even as she started turning to continue running, "I'm sorry, but I can't let her escape!"

"My mistress!" the man wailed. His yell choked off in a frantic moan of terror when his eyes dropped back to the more immediate problem that was shuffling towards him. He shrieked took off in the only direction left to him, but it was a dead end of a room. It was tiny and sealed, with just a couple barrels labeled "WASTE" in acid green paint and a barred window. A quick glance behind him met with the shadows of his pursuers nearing, and he sobbed one more moan before forcing himself to hop up over the lip of a waste barrel to either hide, or die a quicker death. Whichever worked.

* * *

As they rushed into last dingy room on the floor Cassandra pushed ran to a grey door set in one wall, and flung it open. She slammed it shut again in the boil-covered faces that were still groaning, _"…Save us…. Save us…"_ She spun back to find the black haired Time Lord watching her with an unreadable expression from the center of the room, her tanned hands resting calmly in her jacket pockets.

"We're trapped!" the 'Last Human' cried exclaimed helplessly, "What are we going to do now?"

Black eye brows shifted upwards slightly, "Well, for starters, you're going to leave that body."

The Doctor started pacing pointing angrily at the instruments Cassandra had used to steal her companion's body, "That psychograft is banned on every civilized planet. You're compressing Brittany to _death_."

Blue eyes glared at a wall, avoiding meeting the flashing brown, "But I've got nowhere to go. My original skin is dead."

"Not my problem. You can float as atoms in the air." A jaw clenched under caramel skin, "Now _get out._"

Cassandra jerked her borrowed chin up contemptuously, but the Doctor stood her ground and raised her blue-tipped screwdriver up towards the other body as a threat, growling, "Give her back to me."

The blonde took a breath, and forced a toothy grimace, "You asked for it."

With her long exhale the pink cloud of light that was Cassandra's essence flowed out of Brittany's head and chest, and moved quickly between them to settle into tan skin. Both bodies doubled over, gasping.

Pale fingers pressed against matching temples as Brittany whine, "Oh my god, my head."

She gasped a couple more times before her breathing leveled out and then whipped her head around, searching the room. The IV stand was still here, and the metal frame Cassandra had been pinned up on, but it was empty, and that creepy clone guy was gone, too. Her forehead creased with confusion, "What– Where'd she go?"

Across from her the Doctor's spine straightened back up, one of her hands flicking long midnight locks back over her shoulder.

"Oooh _my…_" she breathed, rolling her neck, and looking around the dirty white walls. The confused crease on Brittany's brow deepened. The other girl's posture was all wrong, and her voice sounded funny. The honeyed rasp Brittany had started growing accustomed was sounding more satiny than she remembered, but in an uncomfortable, syrupy sort of way. The blonde didn't like it.

The smaller girl turned towards her, her shoulders moving first, as though she wasn't quite connected with her own frame, "This is… Different…"

Brittany's jaw went slack.

"C–… Cassandra?"

"Goodness me, I'm so short. How does one stand this? Moderately high shelves must be the bane of her existence." The Doctor's full lips suddenly curled into a look of perplexed surprise, and her body curled in around her chest, uncertain hands hovering over her ribcage, "Oh– What? Two hearts?"

She lurched unsteadily before her movements smoothed out into a rhythmic jerking almost like she was about to start dancing, "Oh, _baby!_ I'm beating out a samba in here!"

"Get out of her!" Brittany yelled, stomping her foot. She was starting to get mad.

Cassandra pretended to ignore her, taking another moment to explore the new body. She eyed her chest, and trailed a palm over her collar bone, then down her front, "Oooh… She's small, but she _is_ rather well constructed, don't you think? Ea little bit foxy, hmm?"

She wiggled black eyebrows at the blonde, a coy grin twitching at her newly acquired lips, "You thought so, too… I've been inside your head."

Blue slid away from brown to glare at a wall as the taller girl tried not flush with guilt.

"You've been looking…." The Doctor's body prowled closer, purring with a mocking grin, "You _liiiike_ it."

Without warning the grey door burst inwards with a blast of sound and the diseased mob shuffled unsteadily through.

Cassandra squealed in the Time Lord's voice, and slapped a frenzied hand at Brittany's arm, "What do we do– What would she do?! The Doctor, what the hell would she do?!"

"I don't kn–…!" The blonde's eyes shot around the room once more, fighting the fear that was trying to overwhelm her, and locked onto a ladder that reached up through a tunnel built into the ceiling.

"The ladder!" she yelled, "We've got to get up!"

She only managed one step in the direction of their exit before tan hands shoved her away as Cassandra ran for it, "Out of the way, Blondie!"

The room slowly filled with the new hissing chant of, _"… Help us…. Please… Help us…"_ while the Doctor's body fumbled to start frantically climbing, and with one last look over her shoulder at the walking infections stumbling towards them Brittany scrambled up the ladder after the disappearing shape of the Doctor. When did her life get so weird?


	8. Chapter 8

**A/N: Trying to keep these shorter, so thank you all so very much for reviewing. **

**Also, I've discovered that the most confusing part of doing all this is making it all American, and trying to dress the Glee characters. What even.**

**I own nothing. Enjoy.  
**

* * *

Chaos was breaking out all over the hospital. Swarms of diseased in rank hospital gowns pushed through their pain to paw at doors and windows, begging for help in cracked voices. Staff and able-bodied patients alike strained to hold the entryways shut against the packs of zombie-like sick, but Brittany didn't see that from where she was climbing. She swung her arm up to yet another rung of the ladder, muscles aching. The vertical tunnel felt endless, but the echoes of shuffling masses below them kept them from stopping. With a grunt of effort she pulled herself up another few feet.

"If you get out of the Doctor's body she might be able to think of something," Brittany snapped, glaring up at the denim-clad legs of the body climbing above her.

"Ugh. This again." The Doctor's dark eyes rolled hard, "_God_, it was tedious inside your head. It's all glitter and hormones_._ Ridiculous."

"We're going to die in here if– AHH! GET _OFF_!" she yelled. A hand had wrapped itself around her ankle and was trying to tug her down. She kicked out with her trapped foot and her head shot down to see her attacker, but all she saw a grey robe. With another jerky twist the blonde caught sight of the bristly furred Matron Casp.

"How could you do this?!" the feline moaned, holding tight to Brittany's leg, "All of our good work– all that _healing!_ The good name of the Sisterhood! You've destroyed everything!"

Brittany whimpered and continued trying to free her foot while Cassandra scoffed down at the cat, rolling dark eyes again, "Oh, go and play with a ball of string or something."

"Disease! Everywhere! This is the human world! It's sickness!" the woman hissed spitefully.

She was too distracted to notice how close the human experiments had gotten, though. A rash coated hand had managed to creep up to her own leg, inching just past her uniformly white shoe to grasp the boney joint of her ankle. The furred woman's muscles tensed up at the feeling, and her throat caught. Brittany stared in shock as the matron's mouth opened in a silent scream at the burn of infection sweeping through her body. Without warning the silent part of that scream ended, and the tunnel rang with the animalistic shriek left behind. Boils rose and ruptured on her face before she released the ladder, either no longer able to hold herself on, or deciding the fall was a better end, and plummeted out of sight with a puff of shed fur. Her scream faded with her descent until it was cut off with a faint, but heavy sounding thump. Brittany swallowed hard, and forced herself to turn her face back up, trying to remind herself that the cat had been doing very bad things for a very long time. She was glad she hadn't brought Lord Tubbington with her, after all.

Seeing that the resident body snatcher was still frozen in shock while the sick-faced zombies were gaining on them Brittany shouted for her to keep going, snapping her out of her daze. The dark head whipped around and lurched back into motion, groaning panicked little cries of terror as she climbed.

"_Maximum quarantine. Divert all shuttles,"_ droned the PA.

Finally they reached the point where the ladder ended at a door in the side of the shaft. Cassandra banged on it and tried to pry it open with the fingernails of one hand while the other held tight to the rungs, but failed to have any affect.

"It won't open!" she cried, "What do we do?"

Brittany huffed in irritation, "Use the _sonic_ _screwdriver!_"

Caramel skin scrunched into a frown, and Cassandra used her free hand to pull the bit of metal that had been stabbing at her during the whole climb out of and inner jacket pocket, "You mean this thing?"

"_Yes,_ that thing!"

"I don't know _how_! That Doctor's hidden away all her thoughts! I can't access anything!"

Brittany hit her forehead against the wall with an exasperated breath, then shouted in a clipped tone, "Cassandra! Go back into me and the Doctor can open it."

The Doctor's expression curled in distaste at the thought.

"DO IT!"

Cassandra grumbled under her breath, peering down at the tall blonde, and shrugged, "Hold on tight…"

Pink light exited the tanned face, dropping down into pale. The Doctor rubbed furiously at the itch that the last human had left in her nose, and Cassandra took a deep breath to settle herself into Brittany's body.

"Back to fairy dust and unicorns again," she groaned. Cassandra jerked her chin forcefully at the body above her, "Now open it!"

The Time Lord glared back, using one hand and foot to brace her so she could hang away from the ladder, pointing her blue tipped device at Brittany's form, "Not until you get out of her."

"We need the _Doctor_," the woman retorted. She really didn't see how they had time for this argument.

"I ORDER YOU TO LEAVE HER," The Doctor roared back. Her eyes were nearly black with anger, and Cassandra grit her borrowed teeth before sucking in a breath and firing herself into the alien again.

"No matter _how_ difficult the situation is," she snipped with the smaller girl's lips, "there is no need to _shout_."

"Cassandra, get out of her!" Brittany snapped.

"But if I go into you she simply refuses to help! She's so rude!" the woman whined.

"I don't care! Just _do_ something!"

Over the blonde's shoulder Cassandra glimpsed the blemish-laden skin of the nearest human experiment, and she gave a pained grimace, mumbling under her breath, "Ooooh, I am so going to regret this."

With wince she exited the Time Lord and fell past yellow hair, to sink into diseased flesh. She blinked once at the sight of her new arms and groaned loudly, "Oh, sweet lord! I look disgusting!"

By the time she'd finished the sentence the doors had slid open and the Doctor was flinging herself through them. As Brittany reached the last rung, pushing off to do the same, the Time Lord's head peeked over the ledge at Cassandra. She gave a short wave and a conciliatory smile, "Nice seeing you again!"

"Oh, no you don't!" the woman growled. With a heave of rattling lungs she threw herself up through the doorway and back into Brittany, her momentum toppling the girl.

The screwdriver whirred the doors into action, blocking the path of the diseased.

"THAT WAS YOUR LAST WARNING, CASSANDRA," the Time Lord yelled as the doors thumped shut, her shoulders tense with fury.

Cassandra's thoughts had clouded blue eyes. Brittany's frame as slumped on the floor, propped limply against the side of the hall. Her chin quivered when the woman tried to speak.

"Inside her head…" she said weakly, staring at nothing. Even her breathing was trembling, "They're so alone... They keep reaching out just to hold us."

The anger drained from the Doctor's posture, and her eyes softened in a detached sort of sympathy as she took in the small, lost voice.

"All their lives they've never been touched…"

The Doctor watched the other girl for a minute while she watched her own thoughts. Silently a tan hand reached down in offering, fingers flickering in truce near her face. Cassandra blinked back into the present, and looked at it before her eyes trailed back up to the subdued mocha gaze. She clasped her borrowed hand with the Doctor's and let herself be pulled to her feet.

An unspoken understanding started to pass between them but the moment was shattered by a heavy fist dropping against the other side of the sealed doors beside them. Eyes slid away from each other as they both fidgeted with straightening their shirts and turned away from the doors. Continuing down the hall they collected themselves again, ignoring the pounding from the abandoned shaft.

The Doctor whirred open another door and they were suddenly in the main, blindingly white, patient area with the tank containing the tentacled Head of Boe and his attending nurse, Novice Hame. Their surprising entrance, however, was met with the highly-strung assistant to the Duke of Manhattan charging at them with a chair. Both the girls crouched, throwing their hands up in surrender.

"Were' safe! We're safe!" the Doctor yelled, flashing the fronts and backs of her bronze palms to the woman, "We're clean, look! We're clean!"

"Show me your skin!" the woman screamed, brandishing the chair legs at the pair from a couple yards away.

They rushed to hold out their arms further, tugging up sleeves, and waving their hands again, "Look! Clean. Look. If we'd been touched we'd be dead."

Frau Clovis seemed to accept the sight of clear flesh, and nodded resolutely before lowering her chair to the floor, still eyeing them. The Doctor swallowed, lowering her arms and letting the cuffs of her jacket sleeves fall back to the middle of her forearms. She moved to tuck her sonic screwdriver back into an inner pocket of her dark blazer, "So, how are you guys going up here? What's the status?"

"There's nothing but silence from the other wards," the woman explained. She shrugged uncomfortably, "I think we're the only ones left, but I've been trying to override the quarantine."

She strode over to them, gesturing at the cityscape outside the large window, and nudging her horn-rimmed glasses up her nose. The woman hunched over a tablet computer in her hands, leaning to show the girls what she had been working on, "If I can trip a signal over to New New York they can send a private executive squad."

The Doctor shook her head, "You can't do that. If they force their way in they'll break quarantine."

"I'm _not_ dying in here," she spit.

"We can't let a single particle of disease get out," the Time Lord said, voice rising. She pointed angrily at the skyline, "There are ten _million_ people in that city, and they'd all be at risk, so turn that _off_!"

"Not if it'll get me out of here," the assistant hissed.

"All right, fine. I guess I have to stop all of you people, too." The Doctor's voice had leveled out again, but was still edged with wrath. She nodded at the sternly dressed woman and the heads of patients and nuns peeking out around privacy curtains behind her, "Great, because I didn't already have enough on my plate."

The small Latina stormed past the assistant, bumping their shoulders roughly as she moved to the center of the huge space, "Brittany, Novice Hame, everyone– Excuse me, your grace," she nodded to the duke while darting around him, midnight hair whipping around her shoulders as she yelled to be heard, "Everyone– Get me the intravenous solutions for every single disease! MOVE IT!"

With a flurry of motion mismatched hands scooped up colorful IV bags from tables scattered around the room. Sunlight from the window tossed shards of light over the walls as the rays shot through the medicine bags, glinting fractured rainbows across clean stretches of white. The Doctor threw her arm up, shooting her screwdriver at a pulley system used to hoist patients into required positions. It cracked with a small shower of sparks, loosed a clamp from the machine. She jumped at it, swinging her hand up to grab the steel ring. It took a few tries, but at her fourth growling attempt Brittany's pale arm stretched past her and wrenched it free. Cassandra smirked as she passed the clamp to the girl, who rolled her eyes in exasperation and jogged away to snatch a length of yellow rope off a cart. She strapped the rope across her chest and around her waist in the form of a rough harness, and secured it tightly before catching an armful of medicine being pitched in her direction. Quickly hooking the IV bags to the harness she had fashioned until she'd loaded up all that she could carry. While Cassandra fastened the last few on the black-haired girl spread her arms, looking at the colorful pouches attached to her torso.

"How's that? Do you think this is enough?" she asked distractedly.

Brittany's lungs scoffed, "I don't even know what you're doing, so I have no idea."

The Doctor just trotted over to the silent elevator shaft, and whirred the doors open. The girl pressed her palms against the doorway, leaning over the edge to survey the tunnel.

"Hey– You said the elevators aren't working…!"

"Not moving," she muttered, "there's a difference."

She shot a glance upwards, just to be sure, and jumped away, trotting back a few yards. She hopped from foot to foot a couple times to get her hearts beating at the speed she was about to need while pulling her silky black locks up into a quick ponytail with the tie on her wrist, then the girl took a breath, glaring at the empty elevator doors, "Here we go…"

"You're not going to–" Cassandra started.

The Time Lord tossed her screwdriver between her teeth to hold it, and took off as fast as she could, rocketing towards the dead drop off. With a mighty leap she threw herself off the edge, and shot out her arms to catch around the cables in the center of the shaft, her momentum reverberated up the thick cord, and swaying her roughly from one side of the cement tube to the other before settling in the middle. Tan knuckles went white with the effort of holding her body to the wire while she slammed the clamp onto it.

"What are you doing?!" Cassandra shrieked.

"I'm going down." The Doctor replied, after pulling the metal tube from her mouth and sonic-ing the clamp shut on the cable.

The Last Human stared at her incredulously, "Are you serious?"

She looked over at the blonde haired body and jerked her head towards her own back, "Come on."

Cassandra laughed sarcastically, crossing her arms, "Not in a million years!"

She frowned, "I need another pair of hands, so come on."

A light eyebrow rose, unimpressed. The Doctor glared, one corner of her mouth twitching upwards in a faint, challenging smirk, "If you're so desperate to stay alive, Cassandra, maybe you should live a little."

"SEAL THE DOORS," Frau Clovis yelled. Blue eyes shot to the hidden hallway they'd left open after fleeing the abandoned ladder. She only got a glimpse before the white doors closed them off, but that quick look showed the short hall was packed with the diseased.

That's all it took to get Cassandra to make a panicked leap of faith off the ledge and onto the wire, trusting Brittany's dance-toned muscles to be able to make it. Hooking her arm around the cable she swallowed hard, forcing herself to look at the Doctor instead of the potential pit of doom below them.

"…Well," she squeaked. The woman cleared her borrowed throat, glancing over the liquids hooked onto the Time Lord's tiny frame, "You'll have to get on my back, because there's absolutely no way you'll be able to handle the medicine _and_ this body."

The Doctor's eyebrows knit together again in a frown, but she had to accept the truth in the woman's words. She shifted herself around, grumbling under her breath heatedly, "It's _Brittany's_ back. Not yours."

Cassandra just rolled her eyes, and replaced the Time Lord's tight grip on the metal rod of a handle that had been jimmied into the clamp with her own, letting the smaller girl move to cling onto _Brittany's_ back. She groaned under the added weight, but held strong.

"You're _completely_ mad," she moaned, grimacing at tan arms wrapping around her collarbones as the Doctor tried to hang on without strangling her, and the girl's legs twined around her waist. Pink lips smirked, "I can see why she likes you, though."

The Doctor sneered, her mouth inches from the Blonde's ear, "Let's just go. Hang on tight, because I will _fuck you up_ if you get us killed."

She prodded the clamp with her screwdriver, and Cassandra screamed. Her wail echoed loudly off the bare cement, fading into the distance as the duke's assistant peered over the edge of the floor. Frau Clovis winced in sympathy for the yellowed haired girl, at least. The other one was just crazy.

Floors whipped past in a blur of lights and shrieking metal, their sight partially obscured by the mass of Brittany's unrestrained hair flying up around their faces. The scream continued, as an adrenaline filled giggle burst from the Doctor, surprising Cassandra enough to almost loose her hold, but she honestly didn't think anything could break past the unadulterated terror that had glued her hands to the clamp. Sparks shot out of the chunk of metal after the Doctor jabbed at it again, and they started to slow. The drop ended in a gentle tap of feet against the bottom of the shaft, and the Time Lord immediately hopped out of her koala-like hold, crossing the small space to examine a small tank bolted to the decking while Cassandra busied herself peeling Brittany's flingers off the metal handle, and stumbled back, rubbing leftover anxiety out of her face with another whimper of misery, "I think I'm going to throw up."

"We don't have time for that," the Doctor said, brushing her off without so much as a glance. She pointed at the contraption hooked up to the ground, "Listen– when I say so, you pull that lever."

"There's still a quarantine down there," Cassandra reminded, "We can't–"

"HOLD THAT LEVER," the Doctor yelled to her face. She turned back to the tank again, shrugging of the shoulders of her makeshift harness, "I'm cooking up a cocktail."

She pulled a purple IV pack off her chest, and flipped it in her hand, still mulling over her plan, "I know a bit about medicine, myself…"

She ripped the bottom off the bag with her teeth as though pulling a pin from a grenade, and sprayed the contents into the open tank, tinting the water in it a pale lavender. Tossing aside the empty plastic, she ripped open another, then another, and another, until all the packs were empty, and the tank was frothing with off-color medicine water.

"Alright,' she said, looking into nervous blue eyes, "That lever is going to resist, but keep it in position, understood? Hold onto it with everything you've got."

After a wary nod from the blonde she jumped over to a hatch built into the floor on the other side of the shaft, popping it open easily. The Doctor gave one last reassuring nod to the woman inside her companion, and swung her legs over the lip of the opening, about to drop through the floor.

"Wait– What about you?" Cassandra asked, twisting Brittany's hands around the cold lever.

The Time Lord smirked up at her, quirking a well-shaped brow, "I've got an appointment. The Doctor is in."

With that she dropped through the floor, her shiny black ponytail disappearing last through the hatch.

The Latina landed on the floor of the elevator they'd been standing on top of with a rattling thump. White walls, spray nozzles, and computer screens greeted her, but she passed them by in favor of the car's doors. Her screwdriver squealed, reflecting its blue light on the glossy interior, and the elevator opened. Outside, on the ground floor, huddled multitudes of infected leant on each other, their labored breathing loud in the otherwise quiet lobby. At the sound of automated movement their heads turned, shaking greasy hair out of their glassy eyes. A strangely hopeful expression lit their features, or at least what she could see of their features through the blanket of plague. The horde shifted unsteadily at the sight of a person so close to them, and they surged sluggishly towards the small girl. The girl licked her lips uneasily, but pushed the gut reaction away. She knew what she was doing.

Probably.

"I'm in here! Come on," she shouted, waving her hands for them to follow her inside, "I'm right here!"

"Don't _tell_ them!" Cassandra yelled down to her through clenched teeth from above.

"Pull that lever!" the Doctor hollered.

The blonde's hands tightened on the metal and yanked with all the strength Brittany's body and Cassandra's will possessed.

"Come and _get me_! Come here!" The Time Lord's face cracked into a wild-eyed grin, as she beckoned to the shuffling crowd again, "I'm right in here! Come on!"

Boiled spattered hands, and rash coated fingers reached towards her, as bodies struggled to push through the doorway to touch the smooth, caramel-toned skin of the Doctor.

"_Commence stage one: disinfection,"_ spoke the monotone recording from the elevator's speakers.

"Hurry up! Come ooon!" she howled, still grinning. She bounced in place slightly with the anticipation she just couldn't hold in, motioning them in as she backed as far out of their way as she could. The nozzles set into the walls started up, raining the contents of the tank next to Cassandra in from all directions. The Doctor sputtered, but kept waving the diseased in.

A disfigured palm stretched up from a young girl whose face was heavily marked with lesions. It inched closer, nearing to mere inches away from the curve of the Doctor's cheek before pausing. A confused look settled in the distorted face, and the Time Lord's grin softened into a gentle smile as she met the girl's eyes. The child's mouth twitched up slightly, her clouded green eyes clearing, then widening with realization. She brushed a feather light touch against the wet bronze cheek before turning away. The drenched pack of diseased all turned with her, and wandered back out of the elevator, their steps gradually picking up speed as their thousand infections melted away with the medicine dripping from their hospital gowns.

"ALL THEY WANT IS TO PASS IT ON!" The Doctor shouted. She punched a fist at the air as excitement overtook her again. She crowed victoriously through the still pouring liquid while she watched the recovering group spread out across the ground floor to mingle with the sick, "_PASS IT ON!_"

"Pass on _what?_" Cassandra yelled from where she still held the lever in place, releasing the flood of miracle cures, "Pass on _WHAT_?!"

"_PASS IT ON!"_ she yelled again, bouncing in glee. All over the floor healed or healing were moving through the masses, their hands trailing over shoulders, or gripping reassuringly at arms and hands with hisses of cool, damp limbs hitting those overheated with fever. Some pulled others into embraces, or stroked fingers over faces. With every touch the healing spread. Boils and blemishes faded. Lacerations closed up, and rashes retreated. Aches and stiff muscles released tortured joints, and painful breathing eased.

The Doctor helped Cassandra shimmy down through the hatch with a grunt of effort, and the woman brushed yellow locks out of her borrowed face with one hand while glancing around with obvious trepidation.

"So… What did they pass on…?" she asked, "Did you kill them? All of them"

The Doctor's head snapped around in surprise, but she shook her head after remembering that just because she was happy didn't mean Brittany was directly involved. She gave a half-chuckle, "No, I didn't kill them."

The shorter one smirked, cocking her head and turning to exit the elevator car with a noticeably confidant gate, "That's your way of doing things, not mine."

Cassandra timidly followed her out into the lobby, still obviously waiting to have to run for her life again.

"I'm the Doctor, and I _cured_ them!"

The young girl from earlier threw herself into the Doctor's arms, and the alien froze for a second before returning the grateful embrace. Now that she'd been healed she looked to be around twelve years old, with damp wet hair falling to the center of her back. The girl was still slightly emaciated, but that could be easily taken care of. The Time Lord wrapped her arms around the child, with a warm smile, "Aw, it's okay. You're alright now."

The girl smiled up at her once more, eyes watery, before letting her go, and scampering over to a small group of the newly cured.

"It's a new subspecies, Cassandra," the Doctor smiled, clapping one man on his shoulder and moving to peer at another. They were all either watching her with in a sort of dazed awe, or staring hollowly at a wall, "A brand-new form of life! New Humans!"

The Doctor jumped over to a seated brunette woman, squinting for a second at her ears, "Grown by cats, kept in the dark, fed by tubes– but completely, completely alive."

She spun to point at the blondes odd grimace of a smile, "You can't deny them, because you helped _create_ them."

The black haired girl peered at darker skinned man, grinning widely, "The human race just keeps on going. Keeps on changing. Life will out."

* * *

"_This is the NNYPD. Please step away from the shuttles,"_ called the amplified voice of an officer while the hospital's PA droned, _"All staff will present themselves to the officers for immediate arrest. I repeat: All staff will present themselves to the officers for immediate arrest."_

Cats in handcuffs and habits were being led through the foot traffic of law enforcement and new humans. Sister Jett hissed angrily at the time travelers as she was pushed past them, eyeing them furiously until forced out of sight. The pair just watched her go with amused and terribly disappointed expressions.

"_All new life-forms will be catalogued and taken into care. All visitors to the hospital will be required to make a statement to the NNYPD."_

The Doctor's eyes narrowed, raking over the ceiling in thought. There was something she'd forgotten nagging at the back of her mind, but what was–

"The Face of Boe!" she gasped. Without warning she bolted towards Ward 26, leaving Cassandra staring after her in confusion. As she stumbled around a corner, nearly slamming into the edge of the wall in her haste, she looked up and slowed her frantic pace. In front of the massive glass window overlooking the city of New New York was the Face of Boe, looking rather animated considering he had been at death's door the last time she'd seen him. His huge eyes blinked with a slow, but cheerful, recognition as she approached. The Doctor brought herself to a stop at the tank containing the giant reddish head, and crossed her arms, smirking, "You were supposed to be dying."

"There are better things to do today," he said, his voice ringing hoarsely in their minds rather than their ears. She imagined if he had shoulders he'd have shrugged them nonchalantly, "Dying can wait."

"Oh, I _hate_ telepathy," Cassandra whined flatly, one borrowed arm crossing Brittany's stomach and propping the other up to sulkily brace her chin, "Just what I need– a head full of Big Face."

The Doctor hushed her, irritated, as the Face of Boe continued, "I had grown tired with the Universe, Doctor, but you have taught me to look at it anew."

The Latina squinted at him, still smiling slightly as she paced forward a few steps, "There are legends, you know… Saying that you're _millions_ of years old."

The Face chuckled, shaking slightly from side to side, "Well, now, that would be impossible."

"Wouldn't it, though?" she said, grinning toothily. The Time Lord sobered quickly, though, "…I got the impression, last time we spoke, that there was something you wanted to tell me?"

"A great secret," he whispered in her mind.

She tilted her head in a faint nod, "So the legend says."

"It can wait." There was that verbal shrugging again, and the Doctor sighed in exasperation, rolling her eyes.

"Oh, come on! Does it have to? You just built up all that tension for nothing?"

The Face's lips twitched up minutely at her frustration, "We shall meet again, Doctor. For the third time– for the last time, and the truth shall be told. Until that then…."

The rust colored wrinkles of the ancient Face of Boe started changing color. Red lightened to a starry greenish blue and went transparent as the entire tank shrank into itself before stretching vertically and shooting into the sky where she assumed a ship was probably waiting for him.

"SERIOUSLY?" the Doctor yelled at the now empty space. She stood, staring disbelievingly at the faintly discolored place on the floor where the head had been seconds ago, "That enigmatic little–"

She let the sentence drop, and sucked in a breath through her teeth, sliding her eyes and attention to her right where she knew Cassandra stood a few steps behind her. She spun on her heel to lock her sights on the blonde body that was distracted with checking its cuticles, "And now for you."

Blue eyes darted up from nails to meet the mocha gaze set on her.

"B– but everything's happy now," the woman stuttered, taking a step back, "Everything's _fiiiine_. Can't you just leave me…?"

"You've lived long enough," the Doctor replied, unfazed, "Leave that body and end it, Cassandra."

A thin sob broke from Brittany's lips, and Cassandra pressed a stolen hand to her stolen mouth in an effort to physically hold back more, "…I don't want to die…"

"No one does," the Time Lord said calmly. Quietly.

"_Help_ me," she whimpered.

"I can't."

"Mistress!"

They both looked up at the voice. A little tattooed man trotted loosely towards them from where ever he'd been hiding last.

"Chip, you're alive!" the Last Human gasped.

"I kept myself safe for _you_, mistress," he wheezed, fidgeting with the hem of his oversized linen tunic. The woman stared at him through Brittany's eyes.

"… A body…" she whispered, "And not just that– A volunteer…"

The Doctor looked at her sharply, "Don't you dare. He has a life of his own."

Chip whipped his own head around to face her, looking highly offended, "But I worship the mistress! I welcome her!"

Cassandra shot the Time Lord a wink as the girl tried to argue, "You can't! You–"

Brittany's face scrunched into the now familiar not-quite-a-sneeze expression as she took in a deep breath, and the Doctor swallowed a yelp, throwing herself away from the potential line of fire. The Last Human shot herself out of the lanky blonde and into the waiting clone with a flash of airy pink light. The Doctor managed to lurch herself back in the opposite direction of her duck just in time to catch her companion as her pale body collapsed.

"Brittany! Are you alright?" She levered her body under the taller girl's to push her upright, steadying her with her arms once standing. Clear blue eyes blinked at her blearily, their normal bright shade having returned. The Time Lord hadn't even consciously registered it'd been missing while Cassandra had been mucking around in there, but the difference was obvious now.

"Whoa!" she shouted as Brittany keeled over again. She caught her once more and pulled her back up, examining her face to check her status, "Are you okay?"

"…Yeah," the other girl breathed, eyes skimming her, as well, "Yeah, think so."

Ocean collided with chocolate and the two smiled at each other with relief and muted joy. Brittany spoke again, this time with a grin, "…Hello"

"Hello," the Doctor said, her own grin almost shy in response, "Welcome back."

"_Oooooh,_ sweet lord, I am a walking doodle," Cassandra cut in, flashing them her new hands and arms, all marked with pattern of mottled amoeba-esque tattoos. The smiled dropped off the girls' faces as their attentions were diverted.

"You can't stay in there, Cassandra. I'm sorry, but it's not fair," the Doctor glared. "I can take you to the city, they can build you a skin tank, and you can stand _trial_ for what you've done."

The man's eyebrow rose in mock consideration as Cassandra tapped his chin, "Well, that _would_ be rather dramatic. Possibly my finest hour– certainly my finest hat," she joked, touching a hand to Chip's little cloth head covering, making Brittany almost laugh, "But I'm afraid we don't have the time."

The Doctor rolled her eyes, but Cassandra kept on. She looked from the Latina to the blonde, listening to the body she was using, "You see, poor little Chip here is only a half-life, and he's been through _so_ much. His heart is just _racing_."

She blinked in a mix of surprise and realization, looking to the Time Lord, "He's failing. I don't think he's going to last a–"

Chip's knees gave out, and the companions jerked forward to catch him with grunts of effort and questions of wellness.

"I'm fine, I'm fine. I–" She pressed a patterned hand to his chest, seeming confused, "I'm dying."

The Doctor watched her closely, a touch of dismay creeping into her features. This wasn't part of her plan. Chip's gray eyes blinked a few more times as the woman straightened out her thoughts. She breathed a weak laugh, "But that's fine."

"I can take you to the city–," the dark girl tried, but the woman shook her freely given head. Her breathing was becoming noticeably more labored as time ticked by, "No, you won't. Everything is new on this planet. There's no place for Chip and me anymore."

Brittany and her Doctor exchanged a glance. The taller of them frowned her disquiet while the other just held it in her eyes.

"You were right, Doctor. It's time to die," Cassandra said, her own gaze filled with an unfaltering acceptance, She forced down the last of her nerves, "And that's good."

She pushed herself up to stand, and the others lent their assistance, each hooking a shoulder under Chip's arms to brace her.

"Come on," the Doctor said quietly, nodding them towards the exit and a final gift, "There's one last thing I can do."

* * *

The sound of the TARDIS' engines was luckily masked by ambient music in the room, so no one noticed when two teenagers and a hunched little man wrapped in a black robe, complete with oversized hood, snuck out from behind a curtain and silently made their way around the edges of the dinner party. The room was dimly lit, but decorated gaudily with sparkling gold-colored baubles, candles, and holly leaves. In the center of a swirling crowd of well dressed ladies and gentlemen stood a woman with dark blonde hair, tossing her head back with hearty laughter at a joke from someone nearby. One hand daintily gestured with a glass of champagne.

"Oh, no, don't! Stop it!" the woman cried in mock offense, still chuckling, and swatting at the shoulder of the tuxedoed man whispering to her, "That's simply not true!"

Brittany remembered this scene from that bumpily filmed clip Cassandra had projected on the wall before the woman had taken over her body. She might have frowned in distaste, but the Last Human herself was watching the picture unfold with a look of sheer adoration as the chatter continued on. She turned back for a moment to face the Time Lord with a grateful smile.

"Thank you," she whispered, unable to speak louder for fear of her emotions breaking her voice.

"Just go," the girl said, nodding her chin at the dark blonde woman in the glittering gown, "And don't look back."

"Good luck," Brittany spoke up, sending Cassandra a small smile. Despite everything that the Doctor held against her, she hadn't had it easy, and in a way the girl could almost understand, so she nodded encouragingly and gently pushed Chip's body towards the gathering. Cassandra nodded back with a wavering smile and stepped slowly towards her past. Passing oblivious waiters and guests, she kept moving until she was feet away from herself, and the old her turned away from the chatter in search of a new drink.

"Excuse me," Chip's voice piped up, catching the attention of her younger, "Milady Cassandra."

"I'm sorry," she interrupted haughtily, "I don't need anything right now. I'm fine, thank you."

"No, I–" The past turned back to her genuine smile, "I just wanted to say that you look beautiful."

The dark blue eyes she'd lost back in the hospital basement looked over Chip's patterned face, and swallowed some unspoken emotion down, "…. Well, that's very kind, you strange little thing. Thank you very much."

"I mean it," Chip's body said softly, taking a gentle step closer. She needed her to understand, because she knew. She knew this would be the last time she ever heard it, and Cassandra needed herself to believe her words because now, after everything, she finally really and truly believed them, herself, "You are…. So _beautiful._"

The face Cassandra had left behind years ago after too many forays into cosmetic surgeries melted at her sincerity, eyes welling up with feeling, "… Thank you…."

Cassandra twitched the clone's lips up, thankful. Her past accepted it. With a light, relieved exhale the woman let go. The small man crumpled quietly, eyes rolling back and closing as the form fell.

"Oh, my lord–" the dark blonde exclaimed in a whisper. She reached out to catch him, slowing the descent and letting the tattooed-head rest against as she kneeled, "Are you alright? What is it? What's wrong?"

Her head shot up to concerned party goers nearby before looking back to the limp man, shaking his shoulders in hopes of waking him, "Someone get some help. Call a medic or something!"

"Who is he?" someone asked, as legs around her started moving to find assistance.

"I don't know, he just came up to me," she tugged the hood away from his face anxiously, "I don't even know his name…!"

The clatter of the guests slowly faded as the travelers started silently withdrawing from the scene, still watching the younger Lady Cassandra July-Delta17 trying to revive the body she didn't know had held her future, "He just collapsed! I think he's dying! Someone _do_ something!"

"It's all right. There you are. There. I've got you," the woman cooed to him, brushing the pale face to instill comfort. She rocked him tenderly, "It'll be all right. There, there, you poor little thing."

As Brittany slowed to a stop, biting her lip at the concern etched in every movement Cassandra was making, the Doctor placed a delicate touch to her arm. The taller looked at her with misty blue eyes, but the Time Lord just gave a small nod towards the way they'd come from, and the two kept moving, both still shooting glances back at the frantic guests until Brittany passed behind the curtain hiding the TARDIS. The Doctor paused a moment longer, her caramel hand still holding the cloth barrier open. The girl's dark, ancient eyes settled on Cassandra's last body for a final few seconds, her expression unreadable.

A tuxedoed man stepped around the unfolding chaos, breaking her line of sight, and she turned away, ducking behind the curtain and back into her ship where Brittany was waiting for her, a wordless farewell flickering across her mind, but never touching her lips.

The Last Human had died.


	9. Intermission

**A/N: And, because I am terrible at not posting once a section is finished, now for something completely different.**  
**This is an intermission. A glimpse into the times between adventures. It's mostly unnecessary, and you can feel free to skip, but it lets me explain a little bit about how I'm thinking about this story. There will be more later.  
I _did_ actually design the product of the happenings in this intermission, and it's posted on this tumblr I just made because whatever. I needed a place to post it.  
ijustwantmoreWho-tumblr-com (obviously replace the hashes with periods.)**

* * *

The Doctor, dressed in a thin gray v-neck shirt and a pair of too-long light blue flannel pj pants covered in ducks (that she might have accidentally-on-purpose forgotten to return to the Pierce household), pushed her black-framed glasses back up the bridge of her nose, hunching lower over a desk in the depths of her ship. She squinted at a tiny circuit board through a magnifying glass set into a hinged arm, eyeing the worn wiring of her well-used sonic screwdriver. The space was dimly lit, with only a couple of desk lamps on in her immediate vicinity, but the room was obviously a nicely sized workshop. Scattered across a handful of desks she'd pushed together against one wall where she was working were an assorted variety of tools. Some were obviously different sized wrenches and hammers, while others were unrecognizable in relation to humanity's basic tools, having come from very different planets, but they were all strewn where they'd been tossed after the last time someone had used them. It looked like the studio had been intended for at least ten people to have been able to work in at once, judging by the number of workstations, but most of the areas had become cluttered with discarded scraps or unfinished projects. On one of the few mostly untouched tabletops lay the immense Lord Tubbington, twitching his tail lazily while pointedly ignoring the room's other occupant, yet still somehow keeping an unimpressed eye on her in case any of that debris turned out to be edible.

Brittany was asleep at the moment, having been tired out by the grueling activities of the past few days, and the TARDIS was still. The Time Lord had thought it a good idea to let her catch up on some much needed rest, and sent her off to the room the girl had claimed for her own the first time she'd needed to sleep on the ship. The blonde made her promise to get some sleep herself, but after a full twelve minutes of staring at the ceiling of her bunk she'd gotten too restless to stay, and tromped down to the workshop. There were things she needed to take care of, anyway.

The first few minutes were spent taking apart her screwdriver, cleaning it, and reassembling with a few new tweaks. Once shiny with polish, and bearing a new grip on its handle, the little machine was set aside in favor of wheeling herself over to a computer interface to start perusing the data banks for a name.

That's right. A name.

It was a rather unique tradition she had started after her first regeneration that every new body got its own name, even if none of them were ever used out loud. Once, long, long ago, she had mentioned that line of thinking to a friend from home, but he'd just mocked the idea and called her a fool for being so sentimental. Despite having laughed it off as a joke, deep down she still felt that each of her deserved their own names beyond the blanketing title she'd given herself, and her true Gallifreyan name (which was never, ever to be spoken, lest it be used against her and the good she'd tried to do). She'd named herself 8 times so far, but it was the first time she'd had the opportunity to pick a female name and she wanted to choose it wisely.

For two hours (an incredible feat of patience, all things considered) the small black haired girl had sifted through lists of names from a number of her favorite planets, but nothing felt right. Finally she narrowed her search to just one hunk of rock. It seemed appropriate, seeing as she'd recently declared herself Earth's Champion to that ship of unfortunate Sycorax, that an Earth name would suit best. She quickly narrowed it to musically influenced names by simply following the intuition afforded to her by her form, and then down to potentially Hispanic origins in tribute to her recently acquired coloring. Maybe it was stereotyping, but an honorary human name was already a stereotype, so she didn't dwell on it.

Once she'd gotten the list to around seven million she huffed an exasperated sigh, fluttering a lock of hair dangling in front of her face. It was taking forever. She decided to send her hands rocketing over the computer screen she'd been using where it was set into a mostly unused workstation, tapping in an algorithm meant to weed out names she knew she didn't want to use, bringing it down to two million and seventy-five. A few more seconds dropped six thousand, or so, then another few thousand. Again, and again, her fingers tapped the screen, remixing the numbers to find the right set of letters.

At long last the list of names was down to three.

_J-Lo  
Carlos Santana  
Shakira_

The Doctor squinted at the screen. She must have typed something in wrong. These were hardly even names, and one of them was masculine. What even–

She pursed her lips, skimming her algorithms and the short list. That last name… That wasn't bad. Would it work as a first, and only, name? The girl frowned, considering, and shrugged to herself. It's not like anyone else was going to know, anyway. She'd keep it.

On a whim she brought up the full length versions of the other two names and pulled the family name from one of them, figuring if she was going to start with a second name, she might as well end with one, too.

_Santana…. Lopez._

The longer she played with it in her head the more it seemed to grow on her. The Doctor nodded to herself. It would do.

She pushed off the desk forcefully, sending her wheeled chair careening across the room to the more used section of the room, nearly startling the oversized feline into movement– but not quite. The girl swung herself over to the end of the row with her preferred workbench and jerked herself to a stop there with a clatter of abused chair parts.

Now was the _really_ fun part. A new body meant a new person, and a new person meant…. A new screwdriver.

She stretched one caramel arm out over a desk on the opposite end of the row from her favorite workspace, and pushed off again, sweeping the remains of past projects down the line with her across the flush tabletops, and into a tangled mess of wires and circuitry next to her chosen bench. With a grin the girl began plucking out the bits she liked. A tube here, a knot of fiber optics there, a handful of impossibly tiny bolts, and a selection of miniature circuit boards all found their way out of the chaos and into neat little stacks of potential.

While it was a fact that she was almost constantly tinkering with her singular tool creating an entirely new casing and matching set of innards was something different, and reserved only for special post-regeneration-cycle occasions.

This one would have to be sleek. Something narrow and smooth. No heavy-handed grips or top heavy claw heads, even though she had really enjoyed that thumb slider. The light would need to be a different color, too. She was done with greens, and blue wouldn't compare to her compan–… Wouldn't compare to–… Well, she didn't want blue.

Sleek, thin, not blue or green, and counterbalanced. She smirked.

Easy.

Bronze hands smoothly flipped the tie from her wrist up into her hair, twisting the length of silky midnight out of her way and into a messy bun on the back of her head.

It was time to work.

* * *

Three hours passed, unnoticed.

Gently she blew a thin puff bit of soldering smoke away, and took in her creation for the first time. It had taken more modifications than she had originally expected to fit everything into the casing she'd chosen, but she'd also included some upgrades and tweaks that she'd been meaning to get to, so she figured it wasn't as off the mark as it seemed. The final product was a smooth, steel barrel seven and a half inches long and a quarter inch in diameter. One end was rounded and set with a sensor that would recognize pressure, and activate at her touch. The same for a couple of unlabeled areas on the body of the machine where she had placed similar sensor buttons that only she would be able to readily identify, since she had put them there. Four grooves had been carved around the bottom of the barrel, and another four an inch and a half higher marked a section that could be pulled or twisted out to show a series of scan results, as well as a narrow panel nearer the top that would display her more commonly used readings. At the top end was a small button, and the whole thing ended with a red-lit tip.

Satisfied with the polished gleam she gave a relaxed sigh, and leaned back in her chair, stretching her cramped shoulders. She cracked her stiff spine against the seat before hunching back over her work and reaching for an etching pen to finish off the final details by engraving the name she'd chosen on the steel in her native language. The Time Lord smiled as she started the perfect spirals of home, and let her mind wander. It had been a harrowing few days with battling the Daleks, regenerating, defending humans against aliens, defending aliens against humans, then defending humans against humans and _cats_. She wondered idly when Brittany might wake up. Once this was done she was going to get bored again, and it was much more entertaining on the ship when the blonde was up and about. Sure, there was a pool, karaoke bar, and essentially anything else one could want with traveling through space and time, but without someone to care it was mind-numbingly dull, and if there was anything she couldn't stand it was a numb mind. Her companion, though, found joy in pretty much anything, and tended to bring that feeling out in her, too. Brittany had once gotten her to play hide and seek with her for hours without complaint while she was that wide lipped man, and he was even less inclined to focus than the person she'd regenerated into. She grinned slightly to herself at the memory. The girl was impressive in more ways than one.

Suddenly the graceful spiraling of her hand slowed, causing the Doctor to blink back to the present. She stared at her new screwdriver, as shock and embarrassed horror slowly seeped into her face. That once beautifully smooth barrel was no more. The whole thing had been etched up with circles her hand had wandered in while she had been thinking. To her chagrin now carved into the metal were a pair of names written over and over again. She cursed under her breath, adjusting her glasses frames again, nervously, and shooting a quick look at the empty doorway behind her, suddenly afraid a bleary-eyed Brittany might appear to see what she was doing instead of sleeping.

The small Latina shoved her hand into one of the piles of scraps, searching frantically for a replacement barrel, but came up empty. She cursed again. Of _course _she couldn't have been drawn to a tube she had duplicates of, and _naturally_ she had to ruin the only one she had with her lack of focus.

Her dark eyes shot to her abandoned computer screen. Maybe there was a way she could simply mask the problem…. Just as a temporary fix until she could acquire a new barrel. She grimaced.

It would have to do.

She shot herself back over to the interface, immediately tapping at the screen and digging through menus to find what she needed. A furious determination on her face, the girl dove into the swirling base code and reached out for the band-aid that would save her pride. A few more clicks and it was done.

She smirked her silent victory, and rolled away again. Spinning her seat back to the desk her mocha eyes narrowed on her tools again, and she scoffed.

It was like she was a teenager, writing the names of boys or girls she (maybe) liked on her schoolwork. She sneered, and shook her head in disgust at how pathetic she was. Fifty years of awkward teenage years had been quite enough, and she really didn't have the time or patience to revisit that mess again.

No one else would know, though. She was the last child of Gallifrey, so there was no one left to have been taught it, and she'd just successfully detached her language from the translator software, so while every _other _language in the universe would be understandable to everyone, other than herself, her accidental inscription would remain simply an odd pattern on her sonic screwdriver.

Probably.

The Doctor sighed again, rolling her eyes, and picking up her new tool. Lightly kicking the chair out of the way she flicked the desk lights off, and briskly crossed the room, figuring now that she'd both found a name and built her new screwdriver, how ever strange that happened to have turned out, she might as well try sleeping again.

She quickly made her way back through the corridors of the TARDIS, her hands fiddling with her device all the way. As she reached the hall lined with bedchambers she couldn't help the jump her eyes made to the one closed door where she knew a yellow haired human was recovering from the exhaustion of bodysnatching and alien abductions. She forced her eyes away and pushed on towards her own room, sliding the door shut as she entered.

After setting the freshly constructed sonic screwdriver and her glasses onto a her nightstand the Time Lord flopped down on the bed and let herself melt into the blankets, not even bothering to actually get under them. Against her will and better judgment the girl's dark gaze slid across the barely visible ceiling panels again, then down the wall, settling heavily on the thin bit of metal mocking her with dimly reflected light from her bedside table. Her eyes traced the repetitive circular writing before her hold on consciousness waned.

_Santana…._

_…. Brittany_

_Peirce…._

_…. Lopez_

_Brittany…_

_…Santana…_

_Br…_

___…__…_

Darkness.


	10. School Reunion

**A/N: Sorry about the wait. I was struggling with if I could skip this set of chapters or not since I forgot just how long Mickey (who I've replaced with Rory) sticks around. _Sigh.  
_This is me just manning up and doing it. Thanks for the reviews, follows, favorites, and general lurking. I'm really glad you guys liked it.  
Now, back to the show...  
**

* * *

A school bell rang its metallic shrill and the hallways filled with children in matching grey sweaters and red ties racing to their next class. The blur of students flitting up stairwells, and shooting around corners as they scattered to new rooms parted around one chubby young girl with limp reddish-brown hair trotting to her science class, clammy palms clenching nervously at the straps of her old purple backpack while she actively avoided making eye contact with her peers. She ducked inside a classroom and quickly settled into a vacant chair, pulling her notebook and pencil out and leaning to toss her bag under the desk. A crisp clicking of heels against linoleum sounded from the front of the room, causing the girl's head to turn. She caught a glimpse of dainty black pumps crossing the room before jerking herself upright and shoving her large round glasses back up the bridge of her nose. At the teacher's desk a worn leather briefcase was set lightly on the table, and the woman there, dressed smartly in a dark pinstriped pencil skirt and blazer, looked up over the frames of her own black rimmed glasses with a tiny smirk.

"Good morning, class," the caramel-skinned woman said, raising her chin confidently as she looked them over. Her midnight hair shone under the florescent lighting, even pulled back in that tight bun on the back of her head, "I'm your new teacher."

* * *

The Doctor grinned internally at how the chatter has instantly died at her proclamation, and all eyes had turned to her. She had spent an hours earlier picking out the right suit and working with Brittany to do her makeup just right so she'd look old enough not to be questioned about her age when she showed up with her psychic paper to fill in for a recently vacated teaching position. While they couldn't alter her body's youthful appearance she thought they had done a very good job of hiding it with powders and careful styling.

She turned around, picking up a nearby marker to scrawl the subject of the class across the room's whiteboard in large letters.

"Physics," she mused, capping the pen and turning back around to face the students. She tapped the marker against her palm and started pacing slowly, watching them.

"Physics, hm? Phh-hhysss-ics…."

Those that hadn't instantly laid their heads on the desk for a midmorning nap all just stared blankly, most with a look of vaguely bemused disinterest. She narrowed her eyes slightly, searching for something else to say that wouldn't make it obvious that she had far more knowledge on the subject than any normal 20th century schoolteacher, "I hope one of you is getting this down. Words of wisdom right here."

One person blinked, but otherwise nothing, and she shrugged, clicking her tongue. She clapped her hands together, turning on her heel to pace a few more steps, "Okay, let's see what you know– Two identical strips of nylon are charged with static electricity and hung from a string so they can swing freely. What would happen if they were brought near each other?"

One hand went up.

"Yes– what's your name?" she asked, pointing to the mousey little boy peering glassily at her from behind his shaggy bangs.

"Milo."

"Milo. Right, go ahead."

"They'd repel each other because they have the same charge."

"Correctamundo! A word I…" her eyebrows twitched downwards, voice lowering to a mental note, "have never used before, and hopefully never will again. Question two!"

She folded her hands behind her back, walking back across the room again, "I coil up a thin piece of nichrome wire and place it in a glass of water. I then turn on the electricity and measure to see if the water temperature is affected. My question is this: how do I measure the electrical power going into the coil?"

Milo's hand shot up again, and the Time Lord cocked a brow, ignoring him, "Someone else, please."

No one moved except to shift from propping their head on one arm onto their other with a bored sigh.

"No one?" Dark eyes rolled, "Alright. Milo, go for it."

"Measure the current and P. D. using an ammeter and a voltmeter."

Two for two, now tell me, Milo, true or false– the greater the dampening on a system the quicker it loses energy to its surroundings."

"False."

"What is non-coding DNA?" Her arms crossed as she scrutinized the child in front of her.

"DNA that doesn't code for a protein."

"65,983 times 5?"

"329,915."

"How do you travel faster than light?"

"By opening a quantum tunnel with an FTL factor of 36.7 recurring."

The Doctor's jaw went slack, matching those around the room as they all stared at the shaggy-haired boy. And here she had been worried about _herself_ seeming to know too much…

* * *

The blonde teen slopped another spoon of soupy macaroni and cheese onto another identical plastic tray, and huffed a lock of hair out of her face. Brittany S. Peirce. Shop girl turned time traveler turned lunch lady. Her next eye roll stopped part way through as she noticed the bronzed face grinning impishly at her from the other side of the sneeze guard. She met the Doctor's gaze with a painfully unimpressed expression as the other girl gestured that the stray curl of her hair should really be tucked back into her hairnet and sauntered away, munching contentedly on a french fry.

A few minutes later Brittany flopped down in the seat next to her Time Lord with a frustrated sigh.

"Two days," she groaned, "I love mac and cheese just as much as the next kid, but come on. We've been here for _two days_."

The Latina frowned at her, a mask of pure innocence, "Blame your little friend. He's the one who called to have us look into this place, and I'm pretty sure he was right. A boy in class this morning had knowledge waaay beyond planet Earth–"

"Are you eating those fries?"

The Doctor blinked at the interruption and looked at her tray, twisting her mouth distastefully, "Uh. Yeah. They taste a little…. Strange, though."

Brittany leaned over to her, snatching a couple to stuff into her mouth, mumbling around the potatoes, "Unf. No way. They're so good. I wish my school had lunches like this."

The suited girl leaned back, letting her friend take what she wanted from her plate and looking around the cafeteria. There was a low hum of conversation, but otherwise not much happening. She crossed her arms, squinting at the tables of children, "Everybody seems very well-behaved here, don't they? When he said the kids were all really weird I thought they'd all be leather jacketed gang members with ADHD and cigars."

Brittany looked at her, blue eyes sparkling with amusement as she grabbed another handful of fries, "You wear leather jackets, have a short attention span, and _also_ occasionally smoke cigars, so what exactly are you going for here?"

The Doctor hugged her arms closer to herself and slid her eyes away from her companion, pouting playfully. Fighting her body's inclination to flush with her mild embarrassment at being caught she muttered under her breath, "I'm out of my good Cubans, I just thought I could maybe use this opportunity to restock…"

The blonde barked a laugh, slapping the girl's suited arm lightly. She opened her mouth to poke fun at her, but was cut off by a kitchen worker that had approached the table while they were distracted, "You are not allowed to leave your station during a lunch hour."

Instantly the blonde shot up out of her chair, putting on a bored expression and grabbing a rag from an apron pocket to back up her story.

"I was just talking to this teacher," Brittany drawled in a slow voice, pointing at the Doctor, "She doesn't like the fries."

The woman's eyes flickered to give the seated educator an offended once over, "The menu has been specifically designed by the principal to improve concentration and performance."

Her beady eyes narrowed at the uniformed blonde again, "Now, get back to work."

With that she pivoted on her heel and marched back behind the serving line.

"You _so_ owe me for this," Brittany muttered lowly to the smirking Doctor before heading back to work. She huffed an exasperated sigh at the loose lock of hair, turning away, "The next planet had better be _really_ cool."

The caramel-skinned girl grinned, watching her companion sulk away, carelessly twirling her plastic fork in her hand until tall man with dark skin and a darker suit distracted her from her amusement, his long stride carrying him swiftly across the cafeteria toward one particular table of children. The man leaned down and braced his hands against the tabletop to peer at a quiet girl with a light brown ponytail, his face set in an eerie smirk.

"Melissa, you'll be joining my class for the next period. Milo's failed me, so it's time we moved you up to the top class."

The Doctor narrowed her eyes, hands stilling, as his head snapped to the chubby girl with reddish-brown hair sitting adjacent to Melissa, "Lucy, you're not eating your fries?"

Lucy grimaced slightly, poking a wilted salad leaf on her tray, mumbling, "I'm not allowed to."

The man rolled his eyes and straightened back up, "Melissa, extra class. Now."

A number of students stood at the command, all gathering their possessions and trays, then filing out of the lunchroom to follow him down the hall, Melissa included. The Doctor's mocha eyes raked over the scene, taking in how the other student, Lucy, was trying not to look at the untouched french-fries on her plate, a clique in the corner was laughing at an Asian boy's joke, and the principal was overseeing the entire room from a balcony on the second level. With his hands clasped behind his back in a show of calculated professionalism, he scrutinized every movement at the tables below as though tallying something. The Time Lord kept her face tilted towards her food so as not to draw attention to herself, but kept watching the man. He was tall in stature, with a medium build, but his slicked back hair had thinned with age and his face was lined with years passed. His eyes, though, were beady and cold with something malicious glinting in their depths.

The Doctor watched in silence.

* * *

"Keep it steady… Don't spill a drop, you hear me? Steady."

Brittany looked up from the pan she'd been scrubbing to see four cafeteria workers slowly rolling a metal barrel of oil on a wooden cart. They were decked out in heavy rubber aprons and gloves, faces masked so they wouldn't breath it in, and eyes covered with heavy-duty plastic goggles.

"I said keep it steady…!" The wobbly cart seemed to be making the trip a nervous one for them, each stepping hesitantly towards their destination, gloved hands working to keep the canister from bumping around, "Easy now… Steady…"

A cell phone started up with a muffled chirping, and Brittany fumbled to get it out of her pocket. Quickly hitting the answer button she ducked behind a set of metal shelves where she could see what the other workers were doing without being seen. "Rory? What have you found?"

"Confirmation," her friend replied. She heard him tapping at a keyboard in the background, "I jus' go' intuh army records. Three months ago there was massive UFO activity. They logged ov'r forty sightin's. Lights in th' sky 'n all 'dat. I canno' ge' anythin' else 'cause it ge's all classified 'n secret. Torchwoo' keeps lockin' meh ou'."

"Three months ago all the kitchen staff was replaced…," Brittany whispered. She squinted at the uniformed lunch ladies moving out to retrieve a second oil container, "… And they're all really weird."

Rory frowned, nodding to himself, "See? There's somthin' goin' on wif thi' school. I was righ' ta' call ye' 'ome."

Now Brittany was the one frowning. Her bottom lip stuck out in a pout, "And here I though you just wanted to see me."

"Ye' though' I'd inven' an emergency?" The Irish boy laughed. He could practically hear her pout through the phone, "Tha's th' las' thin' I'd do. Every time I see ye' there's an emergency righ' on ye' tail."

There was a loud clatter of metal on wood, then on tiles. Someone screamed. Brittany's head shot back towards the women moving the oil barrel. Someone had been careless and the canister had toppled over, spilling a mess of greenish grease all over one of their fronts. One of the women had fallen to the floor at the impact and was emitting a blood-curdling scream from behind her mask. Blue eyes went wide in shock, "I've got to go."

"Wha'? Wha's hap–"

She threw the phone into a pocket and ran to help the injured worker. The other three were already pulling her up, carrying her, still screaming, into the tiny kitchen office. A goggled face popped up on the other side of the room's window, yanking the blinds shut, effectively blocking the view of whatever was about to happen inside. The blonde worried at her lips for a second before flipping her phone back out, punching in three numbers and bringing it back to her ear. The lunch lady that had chastised her in front of the Doctor earlier was suddenly leaning against the doorframe of the office, squinting at her suspiciously, goggles down around her neck, "What are you doing?"

Brittany looked at her, perplexed, as she waited for the call to go through, "I– I'm calling an ambulance."

"No need," the woman replied curtly, "She's fine."

The girl lowered her phone, tapping the disconnect button before meeting the creepy woman's gaze again. Their eyes locked and the worker stared her down, even as the sound of flames coming to life echoed off the tiled walls and the screaming picked up again. Brittany glanced warily at the flickering light behind the woman's shoulder, then back to her, but the lady was a mask of stoicism. Something clattered, and something else hit the floor, shattering to pieces. The scream cut off.

"It's fine. She does that." The woman jerked her facemask back over her mouth and ducked into the doorway as the room filled with a hissing sounds and clouds of pale smoke. The door swung shut.

The blonde stared at the blocked window for a minute, listening to the sounds of shuffling bodies moving around in the office, then let her attention fall to the forgotten barrel laying on the floor. The greenish ooze still dripped slowly from the opening on its top down onto the kitchen tiles.

* * *

Rows of uniformed students sat before equal rows of computers. Melissa glanced around anxiously, still not sure why she was unexpectedly moved to this class. At the teacher's desk the tall black man was standing with his pressed suit. Waiting.

After all were seated he nodded confidently to them, "I'd like you all to put your headphones on now, please."

Melissa caught a glimpse of another apprehensive boy a few desks away from her, and assumed she hadn't been the only new classmate. Quickly she mimicked the other students and tugged a large pair of headphones over her ears.

"Oh, children…" the teacher mused with a cruelly edged smile, "the things you will see…"

That's the last thing she heard before the computer screen in front of her became her whole world. As one the class's hands all settled on the keyboards and the room was filled with the sound of clacking keystrokes as the children's blank faces stared into data filled displays, lost to anything else.

* * *

"… our work here, but my uh– my improvements aren't confined to the classroom, no, no." the principal was saying in his most professional voice as he descended a flight of stairs in the school. Walking beside him was a middle-aged woman in a business casual outfit of a suit jacket and jeans, a pad of paper nestled into her palm, and a pencil behind her ear. Her medium length auburn hair swept across her forehead in long bangs, then down over her shoulders, bouncing when she nodded attentively to the man's speech.

"We've introduce a new policy: school dinners are absolutely free, but compulsory," he continued with a sly wink, "Do try the fries."

"Oh, I'd love to, thank you," the woman chirped. He stepped ahead of her onto the ground floor, letting her eyes dart around the hall in the moment he couldn't see her before she trotted back even with him before her distraction could be caught, "And it's got to be said that the transformation you've brought about is amazing. I mean, maybe you're working the children a little too hard now and then, but I think good results are more important than anything."

The principal smiled his oily grin at her while they continued down the corridor, "Exactly. You're a woman of vision, Miss Smith."

"Oh, I can see _everything_, Mr. Finch. Quite clearly…"

Wrapped in the warm blanket of his ego the man didn't notice her suddenly serious tone.

* * *

"Yesterday I had a twelve-year-old girl tell me the exact height of the walls of Troy in cubits," an elderly teacher noted as he poured himself another cup of stale coffee in the teacher's lounge. The Doctor nodded along with him, swallowing the bite of danish she'd just taken. She tucked a loose wisp of her dark hair behind her ear before speaking again, her expression one of solemn inquiry, "And it's ever since the new principal arrived?"

"Finch arrived three months ago," he said around his bristly mustache, turning back towards her, "the next day half the staff got the flu, and Finch replaced them all with _them_."

He nodded over the Doctor's shoulder and she followed his line of sight as subtly as she could, pretending to reach for a napkin on the other side of the plastic table she was sitting sideways at. On the other side of the lounge a clique of tall men in sharp suits, all carrying a briefcase in one hand, and Styrofoam cup in the other, laughed at something one of their group had said, but the mustached teacher wasn't done, and she straightened again, idly wrapping the leftover pastry in the paper to maybe give to her companion later.

"Except for the teacher _you_ replaced, and that was just plain weird," he said. A black brow rose in question, which he readily obliged, "Her winning the lottery, I mean."

"How's that weird?" the girl asked.

"She never played." He shook his head, jostling his coffee cup, "She said the ticket was slid under her door at midnight."

The Time Lord made a noise of vague interest, faking ignorance, "The world is strange like that sometimes."

"Excuse me, colleagues," a voice broke in, "a moment of your time, please."

There was a clattering of chairs turning and briefcases settling against tabletops as everyone turned towards the doorway where the principal was standing in all his hair gelled glory beside a shorter woman clutching a small notebook with the awkward smile of someone in a room of strangers.

A familiar woman with a familiar smile…

As the rest of the room adjusted themselves to see better who was calling for their attention the Doctor slowly rose to her feet, dark brown eyes widening at the sight. The half eaten Danish hit the table, instantly forgotten.

"May I introduce Miss Sara Jane Smith? Miss Smith is a journalist who's writing a profile about me for the _Sunday Times._ I thought it might be useful for her to get a view from the trenches, so to speak." Mr. Finch smiled charmingly, waving towards the group of educators in front of him, before gesturing he was going to be elsewhere while she was meeting with them, "Don't hold back for my sake."

With a chuckle to himself he took his leave, and the journalist was stepping forward to personally introduce herself to the nearest staff member.

"Hello," she greeted cheerfully to the shocked face of a young olive skinned woman with a midnight black bun and dark framed glasses.

"Oh, I should think so…" the Time Lord replied. A tiny smile fought its way to the corners of her lips.

Sara Jane eyed her, slightly uneasy at the strange response, "And you are…?"

"Hm? Oh! Uh... I–" The Doctor's thoughts went for the name she'd chosen for herself a few short nights ago, but couldn't use that name. If anyone should know that one it should be– It should be… Not her past, at least. That name didn't belong to her past, so maybe a name that did. "I– I'm Smith. Joan Smith."

"Joan Smith?" She asked, looking a little incredulous at the answer. The woman took a breath to settle the memories drawn up by the name. "I… Used to have a friend that sometimes went by a very… Very similar name."

The girl ducked her head, working to keep the sly smirk off her face, "Well… It's a very common name…"

Sara Jane crossed her arms, eyes distant for a moment. Her polite smile softened into a quiet one of nostalgia, "He was a very… uncommon man."

Her eyes focused back on the Latina before her and broke back into an amicable grin. She held out her hand to the young woman and their palms met in a decidedly friendly grasp, "It's very nice to meet you."

"It's nice to meet _you_. Very nice, yes," the Doctor said, smiling in return, "More than nice. It's amazing."

"So, um…" The familiarity in the young woman's voice had thrown the journalist again, and she scrambled for a line of questioning to start before they settled into an awkward pause, "How long have you worked here?"

"It's my second day, actually…" the Latina laughed softly, absently moving to push her hands into pockets that weren't there, and shifting to play it off as pressing creases from her skirt.

"Oh, so, you're new, then?" Sara Jane asked, face lighting up. She stepped closer, glancing subtly at the other teachers milling around the room so check that their attention wasn't directed towards the two of them, "What do you think of the school so far? I mean, this new curriculum– So many children getting ill– Doesn't that strike you as odd?"

A knowing smirk tugged at the corner of the girl's mouth as she watched the woman she once knew search for answers without breaking character. Some things never changed, and occasionally the Doctor let herself take comfort in that, "You don't sound like someone just doing a profile piece, Ms. Smith."

"Well… No harm in doing a little investigation of my own while I'm here." The shrug given with her statement wasn't even pretending to be apologetic, and the Doctor grinned as the woman turned away from her to continue her pursuit of answers, throwing her one last twitch of a smile over her shoulder to the young woman before greeting a sweaty looking geography teacher.

The Time Lord watched her with appreciative amusement sparkling in her eyes, and spoke softly under her breath, "Not at all, Ms. Sara Jane Smith. Not at all."

* * *

Lucy hugged the straps of her backpack closer to her as she heard the bell announcing the next class was beginning ring. The last stragglers elbowed their friends playfully as they parted ways, but she couldn't bring herself to care. A boy in her previous class had spent the whole period snickering at her, and flicking paper balls at her until she yelled at him, but all that had done was earn her a detention, and she wasn't in a hurry to face the boy in English. The chubby girl was contemplating skipping class for once, contemplating hiding out in the choir for the next period when a strange noise caught her attention. She heard something clatter to the floor in a nearby classroom, then a desk scraping across the floor. Blinking owlishly from behind her thick glasses she craned her neck around the open doorway of the dimly lit computer lab to see what was going on. The girl swallowed hard before cautiously stepping into the room. Carefully quiet steps moved her through rows of silent computers, bringing her closer to the sounds of muffled growling. She shuddered as a wet crunching filled the air, but curiosity kept her moving as close as she dared to the source of the gnashing. After wiping clammy palms against her grey uniform sweater she slowly lowered herself to peek under a row of desks.

Lucy choked a gasp, jumping back a few steps.

Feet few away, hunched under a table, was something with wrinkled grey skin and giant, saliva covered fangs flashing from what she, in her sudden panic, could only describe as a gaping maw. It screamed at her, and her whole body jerked upright with pure, unadulterated terror. The thing shifted, too, but instead of appearing above the tabletop like she'd expected there was only the tall, dark-skinned computer science teacher standing there with his pressed suit, and strange smile. He twisted his neck with a sickly crackle of grating bones, but she couldn't even bring herself to move her slack jaw in acknowledgement of it through the fear still pumping in her veins.

"This isn't your classroom, Lucy," he said in a voice that verged on sneering, "Now, run along."

Her mouth snapped shut and she stumbled away from him before spinning around in the opposite direction and racing out of the dark computer lab, not bothering to shake her limp red-brown hair out of her face as she ran. Skipping class suddenly didn't seem nearly as tempting as it had five minutes ago.


	11. Chapter 11

**A/N: So very sorry about the delay. Work, and life, and work, and stuff. Carrying on now, but I have a bunch of freelance projects to do on top of a day job, so I can't guarantee update times, but I'm doing what I can.  
Thanks for the follows and reviews, guys!  
**

**I own nothing.  
**

* * *

The lock holding the window shut popped open easily enough, allowing the woman to shine her flashlight through the frame, scanning the classroom for any signs of life. It was hours after the last bell had rung, and children had been ushered to their homes. The building had been locked up tight, but that had proved almost too effortless to fix. Sarah Jane Smith dropped her crowbar to the ground, the grass muffling the tool's landing, and pushed herself up over the window frame as quietly as she could.

The Doctor, dressed in a more suitable pair of jeans and a jacket, pressed herself against the wall as she slowly opened the door that would lead to the dark, main corridor. She leaned to peer around the edge of the doorframe before stepping carefully into the hall, her companion slipping in behind her with Rory bringing up the rear.

"It's weird being in a school at nighttime. They're so creepy…," Brittany whispered, twisting her head around to take in the long shadows stretching eerily across the walls from the tall, narrow window panes set into the exterior walls.

"Whe' I was a kid, I though' th' teachers slept in schoo' li'e–"

"Alright," The Doctor interrupted with an eye roll as she stopped abruptly, turning to face the humans and pointed towards the taller of the two, "Brittany, I need you to go to the kitchens and grab a sample of that oil, okay?"

At the blonde's quick nod she pointed at Rory, "Leprechaun, all the new staff are math teachers, so go check out that department while I go look at Finch's office. Everyone meet back here in ten minutes."

With another nod of confirmation from all of them the Doctor jogged in the direction of the stairs, her raven hair jumping with her steps. Brittany gave her friend a sideways look while she tugged her sleeves up her arms, "Are you going to be okay?"

"Wh– who, me?" The boy tried to scoff at her insinuation, but came off a little less confident than he'd hoped to, "O' course! I go' this, no pro'lem!"

He shot her a grin that was meant to be cocky, but settled more towards nervous, and trotted away. He only made it a few steps before stumbling to a halt, and spinning back around to trot right back to her, looking sheepish, "…. Where's th' maths depar'men'…?"

The blonde bit back a smile, silently pointing down another hallway, and Rory shuffled his feet awkwardly before giving a terse nod and following her gesture into the shadowy corridor. Brittany watched for a moment, eyes glittering with amusement, before she abandoned the large corridor for her own assignment, still muffling her soft giggling.

* * *

The Doctor frowned to herself, hesitating her next footfall as she faltered in her search for answers. Night-darkened fliers fluttered gently on the walls under an air conditioning vent, but otherwise nothing moved. Nothing moved, but the sound of leather flapping echoing through the silent hall. A disembodied screech rattled locker doors with a metallic shudder, causing the Latina's dark eyes to narrow, glaring curiously through the gloom. The girl's head tilted slightly and she took off, the heels of her boots clicking quietly against the linoleum flooring.

Sarah Jane Smith fumbled with her lock picks as her body jerked with an involuntary flinch, and she snapped her head towards the sound. The sharp, animalistic scream was like nails on a chalkboard, sending a cold shiver down her spine. Collecting herself, she scrambled to pick up the tools she'd dropped, and stepped away from the principal's office door, eyes still scanning wildly for the source of the disturbance. Shadows shifted as something shot across the window-filtered moonlight, and her breath hitched. Wings flapped somewhere nearby, and that something squawked again, sounding nearer than before. With a choked gasp the woman turned away, running as quickly and quietly as she could in the low, but uncomfortable, heels she'd chosen this morning for her fake journalist shtick. They were probably not her best option, all things considered.

With teaspoon she was fairly certain she herself had washed earlier in the day, and the thick rubber gloves she'd washed it with, Brittany carefully ladled a sample of ooze from a large kitchen oil canister into a jar for the Doctor to test. The bit of metal clattered to the ground when the beating of wings overhead startled her. The jar tilted dangerously close to tipping, but she managed to slam the lid on, and twist it securely shut before any could escape, and tore out of the kitchens, silently praying whatever that was hadn't heard her.

Sarah Jane ducked through an opening, slipping the doorway shut carefully, watching for anything that might be pursuing her. With no sign of alarm, or a chase, she allowed herself to release a breath, finally loosing the tense muscles in her shoulders. The woman pivoted to press her back against the barrier, but found her momentary relief was cut short at the sight in front of her.

Her eyes widened, danger forgotten at the vision that sent her mind reeling.

Unconsciously she drew nearer, squinting in disbelief. Sitting nestled into the back of the random utility closet she had chosen to hide in was a glowing sign attached to eternally blue wooden doors. The reality of the situation collapsed back down on her, yanking her painfully back to the present. It couldn't be.

The letters "POLICE BOX" burned in her mind, and pushed her back a step. Then two. Then she was outside the door, still walking backwards in a retreat from her own memories. She felt numb. It had been so many years since she'd last seen that box. It didn't feel possible that he could be back in her life again–

The air shifted behind her, and her head whipped around towards it.

Yards away, hands tucked into pockets, a girl was watching her with an unreadable expression. Puzzle pieces started clicking together, and she remembered the teacher's lounge earlier, when a fresh-faced educator with dark frames, and darker hair had smiled so delicately at her. The strange look of familiarity in her eyes hadn't seemed important then, but it suddenly meant the world. The universe, even.

"Hello, Sarah Jane."

She felt that such simple words had never held so much. She fought her jaw from going slack at the realizations.

"It's you…" the woman whispered, emotion nearly overwhelming her, "… Doctor…"

"Oh my god, it's you, isn't it?" Sarah Jane took a slow step forwards, trying to ignore the shake in her hands, and tremble of awe in her lips as her eyes raked over the small form standing before her. Everything was different. Everything, except that one bit that had always seemed most important. Deep in the girl's dark gaze was that touch of universe, sparkling with more of a cold burn than the former companion remembered seeing in the past incarnations she'd met, but sparkling all the same. A smile, twisted with bittersweet tears of time lost, lived, and never, ever regretted curled on the woman's face, highlighting the marks age had chiseled into her skin, "You've regenerated, I see."

"Yeah…" The Doctor gave her a gentle smile in return, shrugging almost apologetically, "Half a dozen times since we last met."

A tremor rattled down her arm at the reminder of what could hav– She stopped the thought before it could get too painful, and opted to just search the Time Lord's face for a moment, "You look… Lovely."

A wry smirk, "I look like a child. It's alright, I'm getting used to it. You, though, you look wonderful."

"Oh, please. I got old," Sarah Jane retorted with a matching smirk, and a self-depreciating huff. The Latina opened her mouth to argue, but was interrupted, "Why are you here, though?"

"Well…" The Doctor shrugged idly, pacing a few lazy steps, "A UFO sighting, a school gets record breaking test results– You know me, I couldn't resist. What about you?"

"…Same."

They both chuckled breathily. The shock of the situation was finally breaking inside the human woman, "I… I thought you'd died."

The crack in her voice nearly melted the girl's hearts, "I waited for you, and you didn't come back. I thought you must have died."

The Time Lord went quiet, her tanned face hardening into a stoic mask. Her eyes dimmed under the weight of that day.

"I lived," she said lowly, "Everyone else died."

"…What do you mean?"

"Everyone died, Sarah. Everyone."

Sorrow clutched at her throat, and clenched the woman's eyes shut. With a shuddering breath she pushed it down for later, when she would have time to grieve, and remember. "I–… I can't believe it's really you…"

A scream shattered their moment, snapping the aged woman's eyes open, "Okay. Now I can."

The two friends leapt into the hallway, nearly taking out Brittany in their rush. All three stumbled to a stop, arms instinctively shooting out to steady all the teetering bodies. Brittany's blue eyes were wild, and bewildered as she looked over at the woman clutching the Doctor's arm for balance, "Who are you?"

"Brittany!" The grin stretching across her Doctor's face set off a nervous fluttering in her stomach as the shortest of them moved to introductions, gesturing between them, "This is Sarah Jane. Sarah Jane, this is Brittany."

"Hiii," the woman drawled, voice dripping with a subtle strain of resentment as she released her hold on the Doctor's dark sleeve to hold the hand out a toward the young blonde. Brittany gave the offered limb a tentative shake, still eyeing the newly acquired company as the elder continued with a glance at the Time Lord, "I see even your assistants got younger."

Brittany balked, "I'm not her assistant."

The auburn haired ex-companion smirked, stepping around the girl, and through the door behind her, muttering under her breath just loud enough for the girl to hear, "No, of course not, tiger."

On the other side of the doorway Rory fumbled with an armful of the individually wrapped packages he was trying to force back into a cabinet, only succeeding in dropping a few more onto the already cluttered floor as a familiar pair of blonde and midnight heads popped into his line of sight, followed closely by someone he didn't recognize.

"I– I'm sorry!" the boy stuttered, "I' was jus' me. Ye' tol' me ta inves'iga'e, so I wen' pokin' through these cupboards, an' all 'a this jus' fell ou'…"

Brittany's hand went to her mouth as she took a closer look.

"They're rats," she gasped, "Dozens of… Vacuum-packed rat bodies..."

The Doctor's eyes were narrowed at him in distain, "And you decided to scream–"

"It' took me by su'prise!"

"–like a little girl–"

"It' was dark, an' I was co'ered in rats!"

"–nine, maybe ten years old, wearing one of those frilly little tutus, and little pigtails with pink berets–"

"–Can we focus?" Brittany cut in, "There are vacuum-packaged rats in a school cupboard."

"Biology lessons, obviously. They dissect them," Sarah Jane said. She looked up from the rats to shoot a caustic look at the Doctor's companion, "Or maybe you haven't reached that bit yet. How old are you, again?"

"Did they even have schools when you were a kid? I thought they were still working on that wheel idea," the blonde deadpanned.

"Moving on!" the Doctor cut in, interrupting the angry response practically sizzling on the tip of Sarah Jane's tongue, "Everything started when Mr. Finch arrived. We should go check his office."

The tiny Latina spun on her heel, and strode away, leaving no room for argument. As they stalked through the dark halls behind the Time Lord Brittany found herself clenching her jaw to resist snapping at the rude, and frankly unwanted, guest beside her, "No offense, but who are you, anyway?"

The woman spared her a tense glance, seeming to be fighting the same inner battle the blonde was, "Sarah Jane Smith. I used to travel with the Doctor."

A yellow eyebrow rose in disbelief, "Really? Because she's never mentioned you."

"Oh, of course h–she has."

The narrow, jacketed shoulders marching in front of them visibly tightened, but the Doctor made no further acknowledgement of just how uncomfortable the conversation behind her was while Brittany pretended to think for a moment, "Hmm… Yeah, no, I've never heard of you."

"What? Not even once?" Sarah Jane frowned at her, "She didn't mention me even one time?"

Rory bounded up next to the Time lord, slinging an arm around her shoulders merrily. The boy leaned in to whisper under the near-argument at their backs, "Th' missus, an' th' ex. Wha' a nigh'mare. I dun' envy ye a' all."

The Doctor's mouth twisted into a grimace, and she shook off his arm as well as his laughter. He wasn't wrong, though. Her shoulder blades inched unbearably under the glares from two sets of eyes as she continued stalking through the moonlit halls.

* * *

"Maybe the rats were food…" the Doctor mused quietly to her yellow-haired companion as the screwdriver squealed Finch's office door open with ease, and a caramel hand swung the barrier open silently.

"Food for what?"

Something breathed behind the entryway. Long lock of dark hair slid away from the Doctor's face as she tilted her head to carefully assess the sound.

"Leprechaun," she stated carefully, shifting to allow the others more room to follow her gaze past the doorway, "Remember how you used to think your teachers slept in the school? You might have been right."

Mere yards away giant leathery wings wrapped around concealed bodies hanging upside down from where large clawed feet clung to pipes running the length of the ceiling. Papers scattered across a heavy wooden desk fluttered weakly in the breeze of the creatures' breathing. One of the beasts snuffled in its sleep, shuffling its giant wings tighter around itself. The Doctor glanced over her shoulder and gestured for them all to leave, snapping Rory out of his slack-jawed horror. The humans quickly retreated, followed by the short Latina, who, with a final look at the hanging figures, slid the door shut with a snap.

Shuffling noises escalated behind the wood after it closed. One of the creatures gave a shriek, and the group bolted.

Three sets of shoes pounded out a terrified beat against the dull linoleum, trailed by one set sounding a more curious pace. Rory burst through the front doors of the building, only stopping to catch his breath once out of the nightmare that is high school. His skin normally ruddy complexion was a sickly white, and he wiped his clammy palms on his jeans as he doubled over for air, gasping, "I am no' goin' back in there! Thi' is a fuc'in' horror movie!"

Brittany slowed her escape, pulling up next to her frightened friend, and shot a look back towards the last two, eyes shooting from the Auburn-haired woman panting into her shaking hands, to the Doctor, who was just emerging from the shadows of the school, "Were those really the teachers? No wonder I got such bad grades."

Tan hands curled into jacket pockets as the Doctor tried not to make a face at the sight of the sweaty Irish boy trying to regain his color, "When Finch arrived he brought seven new teachers, four lunch ladies, and a nurse. That's thirteen giant bat people."

She jerked her head casually to the still open glass doors behind her, and turned to reenter the building, "Well? Let's go."

Rory shot upright, looking distressed, "'Le's go?' You gotta' be kiddin' me!"

The girl shrugged, looking from Brittany to the boy, "I need the TARDIS. I've got to analyze that oil from the kitchen."

At that Sarah Jane broke into a grin, reaching out to catch the Doctor's arm with her own.

"I might be able to help you, there," she said, pulling the dark-haired girl towards the nearly empty parking lot, "I've got something to show you."

The quartet tromped over to a beat up hatchback where Sarah Jane Smith quickly flipped open the trunk, waving her hand for the Doctor to peek inside. Squinting through the muted streetlights the Time Lord leaned in, peering curiously at a lumpy flannel blanket sitting by itself in the back of the car. Cautiously she peeled back the fabric with one hand, revealing worn metal, and old, exposed gear bits.

"K-9!" she breathed in wonder. Her dark eyes flickered over the machine, then to Sarah Jane, and back. She spoke up louder to call behind her with a small smile, "Brittany, Rory, allow me to introduce K-9 Mark III."

The unveiling released a grin across the blonde's face. Brittany pushed forward past the middle-aged woman, and ancient Time Lord to touch her pale hand against the tarnished metal. "It's nice to meet you, K-9."

Her hand brushed almost reverently over a set of colorful plastic buttons set into the thing's back, then stroked down the side of its tarnished metal. It was a dinged trapezoid of a body, with one end holding up a limp, vaguely dog-shaped head, and the other a wiry trail, made quite literally out of wire. She tilted her head questioningly, and glanced to the darker face hovering nearby, "Why is it so… Saturday Night Fever?"

The fluttering in Brittany's chest tugged again at the offended little pout the Time Lord sent her, "Hey! In the year five-thousand this was cutting-edge technology!"

Mocha eyes locked back on the dinged metal housing, and she mumbled as she scratched under its metallic chin, "What happened to him, though…?"

Sarah Jane shrugged sadly in response, "One day he just… Stopped."

The Doctor's pout creased into a full on frown, "And you didn't try getting him repaired?"

A scoff, "It's not like I could go to the nearest hobby store for parts, and if I tried to take him anywhere else the tech inside him would rewrite human science, you know that. I couldn't show him to anyone!"

Brittany crouched closer to the open tailgate to touch the silent robot. Running her hand over its head, and down the cold metal of the thing's back, she felt almost sad for it.

Rory cleared his throat, crossing his arms, "This Is grea' n' all, bu' can ye' two stop pettin' it now? We ha' a buncha' kids ta' save."

The Doctor rolled her eyes, grumbling a "Whatever, Pixie," as she stood back up, tossing her midnight locks over her shoulder with an irritated flick of her wrist, "Let's find somewhere to hash out a plan."

* * *

The blonde had been trying her best to restrain the sneer tugging at her lips, but the sight of _her_ Doctor leaning over a beat up old diner table with a lazy grin, and her hands elbow deep in the open body of Sarah Jane's robot dog while the two former travel mates caught up on their lives was making her stomach turn. Rory was playing sympathetic for a while, but that game had worn off without gaining him any brownie points with the girl, so he'd shrugged it off a few refills ago. Swirling his half empty soda glass as he approached his friend at the restaurant's little counter the brown haired boy gave her a sorry smile, tinged with a light, but smug, satisfaction, "I don' wanna' say I told ye' so, Bri'nny, buuut… "

"Shut up, Rory," she snapped, turning away from the practically spotlight lit pair at the table by the front window. She immediately regretted her outburst, and winced at him apologetically, "Sorry."

He dismissed it with a wave as she gathered her plate of fries from the waitress manning the counter, and they moved to a more secluded table deeper in the small diner, "You kept sayin' he was differen' when he was tha' blonde guy, and you're still tryin' now that th' Doc has changed, bu' when it ge's down to it, she's jus' li'e anyone else."

Ocean blue eyes rolled, "You don't understand, Rory."

"Maybe no,' but if I were you I'd go easy on th' chips."

Brittany narrowed her eyes at him, "I'm not even eating chips. Did Mr. Tumnus take your contacts again?"

He stared at her.

She grinned, bumping her fist against his shoulder, "I'm kidding, but seriously. These are fries. You've lived in America for like, 5 years. You should know English by now."

"W–Wha'? I _do_ know En'lish, tha's–"

"I thought of you on Christmas day," Sarah Jane said quietly, watching the new Doctor fiddle with the incomprehensible wiring of K-9, "This past Christmas. Great big spaceship overhead, and I thought to myself, _'I bet he's up there.'_"

The girl swapped a set of tubing into a different plug, twisting another into the first's place. Her dark eyes glanced over the woman's face, and then back to her work, a small smile on her full lips, "I mean, I wasn't a 'he,' which I know is confusing, trust me, but yeah. I was right on top of it."

The woman nodded, conceding to her point, and the lines on her face creased deeper as her own brown eyes narrowed slightly, "And… Brittany?"

A nod, and a whirring screwdriver, "She was there, too."

Sarah Jane shifted uncomfortably, readjusting her shirt against her slacks, and fussing with a button on her coat. It was so strange to talk to a centuries-old child like this, but she needed to know. Even if there was nothing left for her there, she needed her questions answered.

"Did…. Did I do something wrong?"

The whirring stopped, and the caramel skinned Time Lord looked at her in confusion. Or surprise. Either way she carried on, words tumbling from her mouth in nervous query, "Because you never came back for me. You just dumped me there."

"I told you–," the Doctor replied solemnly, tilting her head as though burdened by the sudden seriousness. "I was called back home, and in those days humans weren't allowed."

"I… Waited for you. I missed you."

The girl smiled charmingly, pushing the memories down, and trying not to show just how much effort it took to focus back on the inner workings of the metal beast, "Sarah Jane, you didn't need me. You were getting on with your life."

"You _were_ my life."

Her fingertips stuttered at the imploring tone, but moved to check a circuit board.

"You know what the most difficult thing was?" Dark brown met light brown as their eyes met again, "Coping with what happens next– No, what _doesn't_ happen next. You took me to the furthest reaches of the galaxy… Showed me super novas, intergalactic battles, and then just dropped me back on Earth. How could you do that? How could _anything_ compare to that?"

The Doctor watched her silently, taking in the anger, and desperate emptiness the middle-aged woman had fought through to get here. Her face blank, the girl spoke again, "You want me to apologize for showing you all those things?"

Sarah Jane shook her head in frustration, auburn hair ruffling around her shoulders, "No, but–… We get a taste of that–… That _splendor," _Her eyes shifted slightly over the small Latina's head at a flash of blonde, but quickly returned to the baby skinned face before her, "and then we have to go back."

"But look at what you're doing. You're investigating. You found that school, and you're doing what we always used to do."

Sarah Jane didn't take the bait for lighter conversation. Her frown was heavy, and insistent, "You could have come back."

The girl's tongue licked at her dry lips while she searched for words, glancing at the silent dog, for a moment.

"I couldn't," she whispered.

"Why not?"

Time-worn eyes tinged with the light of a weary universe watched her with an unspoken answer. The young body, one hand still twined around gears and tubing, seemed in that moment so unimaginably old. Sarah Jane looked away, readjusting her shirt again, and the Doctor continued her tinkering, this time in silence.

After a few minutes that dragged on like hours the older woman blurted, "It wasn't Manhattan."

The Doctor blinked, tilting her head back towards Sarah Jane, "What?"

"It wasn't the even the right state. You were supposed to drop me in Manhattan."

A disbelieving smile curled at the corners of the girl's mouth, matching that on the other woman's, "Where was it?"

"Ohio."

The former companion took a sip from her now luke-warm coffee as the Doctor squinted thoughtfully into the distance, fighting a guilty smirk, "I may have assumed it was central park."

Sarah Jane nearly snorted the liquid, and guffawed suddenly.

"Central Park?!" she laughed, dropping her mug back to the table, "You dropped me in a field outside of Columbus! It was negative two degrees, and all I had to wear were a couple sweaters! If that old snow plow driver hadn't come by when he did I don't know what I'd have done."

While they both laughed about things now, granted the Doctor a bit more ruefully than the journalist, that night had been a rough one. Blue eyes darken at their cheer a few tables over, but were easily distracted by a loud chirp, and the sound of mechanical fans throwing themselves into action. The dog's head surged to life, its face panel flashing the red light of activity, and wire tail flipping up energetically. The Doctor nearly tripped over her chair in her rush to stand, scrambling to position herself at its head. Satellite dish shaped "ears" twitched in recognition of nearby sounds, and the metal canine nodded stiffly, quipping in a short digitized voice, ["Master."]

Her smile was small, but her face was beaming with pride. The Latina's eyes shot between the dog, and auburn haired woman, "He remembers me."

["Affirmative."]

The girl turned on her booted heel, hurriedly beckoning for Brittany and Rory to join them, "Brittany! Bring the oil!"

Quickly the teens rushed over to them, Brittany tossing a small jar to the Doctor with a word sage word of advice, "Don't touch it, though. That lunch lady was screaming a lot, and I'm pretty sure she exploded."

"Well," the Time Lord smirked at her, eyes sparkling with amusement as she twisted the cap off, "I'm no lunch lady."

With a swipe of her finger the girl pulled a dollop of the goop out, presenting the sample out to K-9, wiping it on a small disc set into its face panel. Something under the metal plating whirred and beeped, and the clunky plastic buttons on its back blinking their rainbow like an idle bar.

["Analyzing."]

"Come on, boy," the Doctor whispered under her breath. The rest of the diner continued with its nightly hustle and bustle, but all four of them watched the robot intensely, waiting for any bit of information that could help, "Come on, boy, you've got this."

["…."]

The blonde bit at her lip, hoping. Sarah Jane fidgeted with the hem of her own jacket.

["….Oil ex–ex–extract. Ana–ana–analyzing."]

Brittany elbowed Rory in the ribs as he giggled to himself. The boy winced, but still smiled, "He's go' a grea' voice, tha' one."

"Hey," Sarah Jane snapped, "That's my dog you're talking about."

The crossed arms and glares from all three women instantly silenced his mirth, pushing him to shift uncomfortably until–

[Confirmation of analysis. Substance is KrillitaneOil.]

The Doctor stared at it for a silent moment before her caramel face lifted, eyes still wide with surprise, and distress. The humans watching took note of her expression, and felt their stomachs drop, mouths twisting uncertainly.

"They're _Krillitanes_….?" The Doctor breathed, hardly believing the facts before her.

"I–… Is that bad?" Sarah Jane questioned tentatively, though they could see the answer playing out on the Time Lord's face.

"Very. Think how bad things could possibly be, and add another suitcase full of bad."

"And… What _are_ Krillitanes?" the blonde asked, glance darting towards the large pane of glass looking outside.

The Doctor looked to the teens next to her, jacketed arms tightening around her chest, "They're a composite race, just like your culture is a mixture of traditions from a number of countries– People you've invaded, or been invaded by– Vikings, Spanish, Native American, British, home schoolers– I don't' know, whatever weird stuff you people are into now."

She shook her head, waving it off, "The Krillitanes are the same. An amalgamation of the races they've conquered, but they take physical aspects, as well. They pick the bits they like for themselves, and let the rest burn, which is probably why I didn't recognize them. Last time I saw them they looked just like us, but with like, giraffe necks. Seemed inefficient, but I guess they've upgraded."

Brittany squinted at Rory, trying to picture him with a giant neck. The snake aspect was creeping her out.

In part to distract himself from the strange look his friend was giving him, the Irish boy spoke up, "Bu' wha' are they doin' _here_?"

The Doctor paused, realization flooding in once more, "…. The children. They're doing something to the children."

Looking between themselves they found mirrored expression of alarm, and a determination to do what needed to be done. With a resolute nod Rory steeled his nerves, "… Le's ge' goin', then."

Sarah Jane straightened her suit jacket, and met the Irish boy's eyes. She jerked her head towards K-9, who was still sitting on the table verifying his programming, and he jumped forward to assist her in carrying the bot out into the night so they could settle it back into the hatchback while the other two settled their bill with the waitress at the diner's counter.

After flipping the flannel cover over it, just to be safe, Rory clapped his palms against his jeans to dust them off, turning towards the middle-aged journalist, "So… Wha's with th' tin dog?"

"The Doctor likes traveling with an entourage," she said, smiling past the bittersweet irony that sometimes felt woven into the very fabric of the universe, "Sometimes they're human, sometimes they're aliens, and sometimes they're tin dogs."

She tilted her head, a lock of her bang tipping into her eyes, "What about you? Where do you fit into the picture?"

"M–Me?" The boy blinked in surprise at the sudden direction of the conversation, "I'm their man in th' Havana. I'm their te'nical support. I'm th' comic relief. I'm…"

His muddy gaze trailed the lumpy form under the blanket, then back to her with a frown, "Oh, my go'… I'm th' tin dog, aren' I?"

The round-cheeked boy's shoulders slumped, and eyes unfocused, his mind flashing to all their interactions since the Doctor had first showed up. He sat heavily on the back gate of the still open trunk, his shock pressing Sara Jane to pat him consolingly on the shoulder with a sad, knowing smile.

A couple store fronts away from their parking spot Brittany's voice could be heard as she followed the brisk pace of her short, black haired Doctor, "So… How many companions have you actually had?"

The Doctor's brow furrowed as she shoved her hands into the pockets of her dark jacket. She glanced at the blonde quickly, "Why does it matter?"

Brittany tried to shrug nonchalantly, but couldn't meet piercing eyes, "I just want to know if I'm nothing but another in a long line, that's all."

"As opposed to _what_?" the Doctor snapped, stopping abruptly, and spinning on her heel to stare at the other girl. Her lose midnight locks curled lazily around her face and down her shoulders, a sharp contrast to the intense burning of her gaze. Brittany swallowed hard, but refused to waiver.

"I–… I just thought that you and me were–… That we were…" She couldn't help the hesitation in her speech, and gave a resigned sigh, shaking her head at herself and looking away, "I obviously was just confused."

Crystal blue eyes shifted past the Time Lord's shoulder, skimming the beat up clunker with humans, one younger, one older, sitting together and alone in the calm night air, "I've been to the year five billion, but this is _really_ seeing the future. You just leave us behind..."

She refocused on the singular being she had laid all of her trust in for months. The puzzle piece she recently had started thinking might have been exactly the one her life needed, but currently couldn't see the edges to… The girl watching her with eyes sparkling with the light from galaxies she'd never even imagined before, but always resulted in the inevitable.

"Is that what you're going to do to me–"

"No," the Latina cut in, "Not to you."

"But you were that close to Sarah Jane once," the blonde retorted, water beginning to blur her vision, "Now–… Now you don't even mention her. Why?"

The Doctor's full intensity from the seriousness of her question made something twist uneasily in her gut, but the words following, mixed with the hollow loneliness etched deep to the caramel skinned goddess's features were even more painful, "I don't age, Brittany."

The constant smoldering of a bright universe in dark eyes dimmed, and the blonde's eyes flickered between the empty cold of space left in its wake.

"I regenerate, but humans… Human decay. You wither, and you die." A subtle quiver along the girl's tensed jaw caught blue sight, but went unmentioned, "Imagine watching that happen to someone you–… Someone–… "

"… Someone you what?"

The Doctor's full lips pressed into a thin line to reign in the empty ache trying to pull at her expression. Her shadowed eyes flickered between blonde's lighter ones, "… Brittany, you can spend the rest of your life with me… But I can't spend the rest of mine with you. I have to live on. Alone."

She swallowed once, lowering her voice to a rasped whisper to keep it from cracking, "That's the curse of the Time Lords."

Brittany's mouth frowned, and opened to speak, but a loud shriek had them both whipping around to stare, wide-eyed, up at the tops of the buildings across the street from the little diner. Rising from a crouch on the rooftop of the structure parallel to them was a large silhouette unfurling its bat-like wings next to a smaller humanoid shape. The beast screeched again, flapping its wings a few times before launching itself off the roof, and down towards the shocked girls on the sidewalk. The things swooped at them, forcing them to duck out of the way, one of the Time Lord's arms instinctively yanking her companion down as the blonde's did the same to her. Rory and Sarah Jane had to stop in their trot to collect their friends to fall to the concrete, as well, each shielding their heads from the potential damage of the dangling claws coming their way. Luckily it only made one pass at them, and the Doctor was back on her feet in time to watch it retreat across the sky in the direction of the school, the others straightening up soon after, all gawking at the dark shape gliding through the night.

"Wha'..?" Rory started.

"Was that a Krillitane?" Sarah Jane gasped.

"It didn't even touch us…" Brittany breathed, not noticing the one hand she still had gripping the sleeve of the Doctor's jacket, "Why would it just fly off?"

In the Doctor's silence they could still hear the animal scream of the alien fading out as it fled. Her only response was cutting her searching stare at the sky short, to let her mocha eyes lock onto ocean blue with a heavy look. Brittany bit her lip, glancing at the shrinking black shape, then back to her Doctor.

That Krillitane had been listening.


	12. Chapter 12

**A/N: A funeral, a wedding, and a losing-all-of-my-notes-for-this-story catastrophe later... Hello. Apologies for my lack of a schedule. I was going to edit this more, but I honestly can't look at it anymore. Anyway, much thanks to Ryoko05, morningsound15, and boredsenseless2 for their reviews, and to the new followers!**

**Heads up: this gets jumpy.**

* * *

.

The school bell rang like a cue, flooding students into the school building and out of the bright morning sunlight. Amongst the teeming masses of adolescents the motley crew of time travelers, past and present, stood watching the front doors from the outside. The Doctor squinted through the brightness to assess the innocuous, and unchanged, view before speaking her tentative plans, "Brittany and Sarah, you go to the math department and break open those computers– I need to see the hardware inside. You'll probably need my screwdriver, so here. Don't lose it."

Brittany held her hand out to take the offered tool from the Doctor's right, but came up empty as the Time Lord, without a glance or moment of thought, passed it to Sarah Jane on her left. Missing the shocked irritation on the blonde's face she carried on, "Rory, I want you on surveillance outside."

His brow furrowed as the rest of them started walking towards the school, his shoulders slumping, "Wha'? You jus' wan' me ta' stan' ou'side?"

Sarah Jane turned back to him with an encouraging smile, but didn't slow down even while tossing him her keys, "Here, take these. You can keep K-9 company in the car."

The Doctor waved a distracted hand to him, all her focus still on the doors, calling out, "Don't forget to crack a window."

Rory scoffed loudly in disbelief, throwing his arms into the air and shouting to be heard as the distance between them grew, "Why? He's a metal dog!"

He could _hear_ the obvious smirk in her voice, "I didn't mean for _him_, Irish."

Brittany trailed closer to the raven-haired girl, leaning into to ask, "What are you going be doing?"

The Doctor glanced at her for a second, one corner of her mouth twitching into a small smile before she faced back front, "I was thinking it was about time Principal Finch and I had a little chat."

* * *

Mr. Finch, with his impeccably slicked back hair, and polished shoes, paused his morning rounds through the locker filled halls. Pivoting on his heels, his eyes burned a searching path over the whitewashed walls, then up the nearby stairway. One floor above his head he locked eyes on the source of his unease in the penetrating glare of a small Latina he recognized as both the substitute physics teacher, and one of the figures he'd been spying on from a rooftop the night before. His cold eyes narrowed at her and he turned away, slinking smoothly through an adjacent doorway.

Following the man, the Doctor dodged past a group of laughing jocks and ducked into the same room. Shutting the door behind her cut off the loud blur of high school conversation, leaving the girl standing alone in the muted silence of an empty indoor pool indoor area. Harsh florescent lighting did the principal no favors where he stood leaning casually against the opposite wall. Every crease in his sallow skin was highlighted by the reflections off the water and overhead bulbs, contrasting sharply with his dark, pressed suit. The Doctor took a few steps further into the large room, keeping her hands tucked into her pockets as she eyed him up and down, and calmly nodded her chin at the man, "Who are you?"

The man's eyes drifted slowly over the ripples, then up to meet hers again, "My name is Brother Lasser. You?"

"The Doctor." Her head tilted slightly, her piercing gaze holding steadily on him, "Since when do Krillitanes have wings?"

A tiny self-satisfied smirk curled on his face as he pushed off the wall to pace slowly around the edge of the water towards her with the air of one taking a leisurely stroll, "It's been our form for nearly 10 generations now. Ours ancestors invaded Bessan– The people there had some rather lovely wings. They made a million widows in one day, can you imagine?"

She cocked a single black brow, moving to match his ambling gait, "And now your shape is human?"

"It's just personal favorite, that's all," he replied, shrugging dismissively, "My brothers still remain in bat form. What you see is a simple morphic illusion. Scratch the surface and the true Krillitane still lies beneath."

The click of his dress shoes practically echoed in the quiet when he paused, pulling on a pleasantly polite smile, "And what of the Time Lords? I always thought of you as such a pompous race. All ancient, dusty senators– always so frightened of change and chaos… But, of course they're all but extinct."

The smile was less polite now, the harsh predatory edge gaining ground, "Only you remain. The last."

"What are you planning to do here?" The Doctor asked bluntly. Her bronzed features were mirthless and blank, tired of the charade as the pair's feet brought them around the corner of the pool, and slowed with 2 yards between them.

Finch's expression fell into mild surprise, "Oh, you really don't know?"

The muscles along the girl's jaw worked as she fought the urge to snap at the obvious question, "That's why I'm asking."

A smirk marred the folds of his face again, and he stepped closer, "Well, show me how clever you are, Doctor. Work it out."

She held her ground as he drew nearer, glare burning even harder when he was close enough for her to feel his sour breath on her skin, "If I don't like it then it _will_ stop."

"Fascinating," he smiled with a sort of detached reverence, searching her face for another revelation, "Your people were peaceful to the point of idleness, but… You seem to be something new."

His greasy head tilted to one side with the weight of his curiosity, causing a heated anger to trickle up her spine, "Would you declare war on us, Doctor?"

There was another pause as the Doctor's jaw clenched with barely contained fury, her chin pulled high. She had to turn her head away from his closeness to hold back her disgust and anger, shaking her head slowly as she hissed out in a dangerously low voice, "I'm so old now… I used to have so much mercy… You get one warning."

Her dark eyes narrowed and she took a step back, turning away, "That was it."

"But we're not even enemies," the false man called to her, "Soon _you_ will embrace _us_."

The small Time Lord stopped, her hand ready to push open the door, and leveled a contemptuous scowl at him over her shoulder. The oily principal closed in on her once more, a patronizing smile oozing his own foreshadowing, "The next time we meet you will join with me. I promise you."

With that he passed her, leaving the Doctor frowning after his retreating back in the stale chlorinated air.

* * *

Sarah Jane huffed in frustration as the sonic screwdriver remained silent in her hand. With not so much as a flicker to illuminate the mess of wires under the desk she had crouched under the woman threw in the metaphorical towel and pulled herself back up right, pushing her auburn locks back out of her face with another exasperated sigh. Brittany tried her best not to roll her eyes again because they were starting to get sore from the day's workout in the company of this middle-aged journalist. When the ex-companion mashed her fingers against the keyboard uselessly for the third time, muttering about it not working the blonde finally held out a limp hand for the etched tool. Dejectedly the woman dropped it into her waiting palm, frowning as she watched the girl crouch under the table top where she'd just been, "It used to work on the first try back in my day."

"I'm sure things were a lot simpler back then," Brittany retorted, screwdriver whirring cheerfully in her hand as she poked at the computer tower bolted to the bottom of the desk, "Did you even have electricity in your day?"

Sarah Jane drummed her nails against the table she'd leaned against while the _child_ worked, her voice strained with tension, "Brittany, can I offer you a bit of advice?"

Her yellow head popped back up so she could check the monitor for progress, not looking towards woman while she played innocent, "Why bother asking if you're going to say it anyway?"

Ignoring her, the older human continued, "I know how intense a relationship with the Doctor can be, and I don't want you to feel like I'm intruding, but–"

Blue eyes snapped to her, expression blank, "I don't feel threatened by you, if that's what you mean."

"Right! I–…" the former time traveler fumbled for words, "Good, because I– I'm not interested in picking up where we left off. Obviously that would be too strange, anyway, with th–"

"Really?" Brittany stared at her, not believing it for a second, "No? Because with the big sad eyes, and robot dog what else could you have possibly been going for last night?"

Sarah Jane tried to shake her head, "I was just saying to her how _hard_ it was adjusting to life back on Earth."

Brittany stood up abruptly, twisting away, and tapping the metal tool against her chin in mock thought. When she spoke again there was an angry edge to her tone, "The thing is… When you two met Ogg had just invented the wheel, so… It's really no wonder all that space stuff was a bit too much for you to handle."

"_I_ had no problem with the 'space stuff!'" the woman snapped, jerking up of the table in outrage, "I saw things you wouldn't _believe_!"

The blonde just cocked her head in challenging, "Try me."

"Mummies."

"I've met ghosts."

"Robots. Lots of robots."

"Slitheen. In _the capitol building._"

"Daleks!"

"Met the emperor."

"Anti-Matter monsters!"

"Gas-mask zombies."

"Real. Living. Dinosaurs!"

"Real. Living. Werewolves."

"_The_ Loch Ness Monster!"

Brittany blinked, "Really?"

Sarah Jane choked on a laugh, and pressed her palms to her face in embarrassment. They both chuckled softly as she rolled her head back in exasperation at herself for getting so pointlessly carried away, and glanced around the empty computer lab for a moment before looking back to the younger girl's face. Brittany watched with a gently amused smile, and shook her head lightly, scuffing one sneaker against the rough carpet. A curious thought crossed the blonde's mind, though, settling delicately across her features as she tucked a loose bit of her hair behind one ear, "Did he– I mean she–… Did she do that thing when you were with her, where she'd explain something at like, a bajillion miles an hour, and when you'd say, '_What?_' she'd just look at you like you'd just drooled on yourself or something?"

"All the time!" the woman exclaimed, throwing her head back to join Brittany in another bout of laughter, "Does she still stroke bits of the TARDIS?"

"Yes!" The girl's face was flushed with her amusement, "She does! She tries to pretend she doesn't but sometimes I feel like I should just give them some alone time together!"

The pair cracked up, clutching their sides with the hilarity just shared, their roaring laugher easily overpowering the sound of approaching footsteps as the Doctor, herself, strode into the room, distractedly straightening her jacket sleeves, "Any progress?"

She stopped short in an uncomfortable surprise as the two companions took one look at her and collapsed into uncontrollable fits of giggles.

"….What?" The small Latina stared between them, uncomprehending, "… I really need to see what's programmed inside these computers– …What? Why are you laughing at me? What's going on? Stop laughing– Come on, guys… What?"

* * *

The door to the principal's office swing inwards, revealing the man himself looking in from the hall at the table of assorted kitchen staff, and teachers waiting inside. Solemnly, but with and air of ceremony, the slick-haired man spoke, "Brothers, we must initiate the final phase…. Get the children inside, and seal the school."

His beady little eyes raked over his attentive audience, "Our time has come, my brothers. Today we shall become _gods_."

* * *

In the schoolyard and cafeteria the PA system crackled to life, "_All students are to report to class immediately, and all members of staff please congregate in the staff room, please."_

Instantly, and without question, the pubescent crowds scattered in the direction of their classrooms. Lucy blinked in confusion, but slowly rose to gather her own things while eyeing the other students with a baffled expression. As she slid her lunch box into her backpack, her friend bounced over with a cheerful grin. Melissa was practically buzzing with delight when she chirped, "Break is over early! Isn't that exciting?"

Lucy stared back at her in surprise through her thick glasses and untamed fringe of bangs. Hardly noticing the chubby girl's shock Melissa giggled to herself and practically skipped away to her next class. The other girl, though, just squinted after her as her friend blended into the retreating crowd of students, face scrunched up with confusion, before resigning herself to packing up her backpack with a sigh. After tossing her lunch box into her bag, and slinging it across her shoulders she found herself alone in the abruptly empty cafeteria. A lone cup still spinning on the floor after someone's careless toss missed the garbage can.

Unsettled by the silence, and knowing she should get to her class, Lucy shook her head, and slowly made her way back out into the halls. This school seemed to get weirder every day.

* * *

"No! Stop!– This classroom is closed!" Brittany yelled, blocking the computer lab doors with her body to hold back the press of students trying to enter the room. Grabbing one particularly pushy young teen by the shoulder to twist him around and away, she flung her other arm out to point back the way they'd come, "You all have to go to the _south hall!_ Go, before you're late. _Go_!"

Three turns and a staircase away Principal Finch stepped into the teacher's lounge with a strange smile. The mustached history teacher stood to meet him as he entered, furry lip twitching with irritation at the surprise announcement as he snapped, "What's the meaning of this, Finch?"

The principal's smile widened slightly as he glanced over the man's shoulder at the equally upset looking, but silent, educators behind him. Through the still open doorway came all of the newly hired teachers in their pressed suits, and kitchen hands in dingy white. He let them step up around him before he spoke, eyes glinting coldly, "There's been a slight change in the schedule. We're having an early lunch."

The computer teacher swung the door shut, blocking the view with its frosted glass just before the screaming began.

* * *

Quickly Brittany jogged back to where her Doctor stood, neck looped in lengths of colored wires, and ink black hair pulling lose from her previously tight ponytail. The Time Lord whipped back up from under the computer littered table, and pulled her screwdriver out of her teeth to whirr it at a hard drive in her other hand, then at the one tucked under her arm, but growled in irritation as nothing happened. Again she swept her red light over the casing of the machine, prodding at the bases of a set of plugged in wires before airing a strained curse through grit teeth, "I can't shift it."

Sarah Jane looked worriedly over the girl's shoulder, watching her frustration play out in jerky wrist snaps, and twitching tan fingers flicking the machine she'd pulled from under the desk over again, "What? But I thought the sonic screwdriver could open anything…"

"Not if it's deadlocked," the Doctor explained, absently shaking her head as she dropped one drive to the tabletop to better squint at the one in her hand, "There's _got_ to be something inside this thing… What are they _teaching_ those kids?"

* * *

The tall, black computer lab teacher smirked to himself as he ushered a pack of students into the south hall classroom. They all ran to their seats, eager to start their lesson without delay. Busy being satisfied with himself, and the nearness of their plan's completion the supposed teacher missed the hazel eyes watching him from the end of the empty hall as the door fell shut. Chubby hands gripped backpack straps tighter as Lucy took an uncertain step towards from the room all of her classmates had rushed into. Something didn't feel right.

Scratch that.

Lots of things didn't feel right.

Carefully approaching the door she leaned to peek through the window set into the boards of the door, looking just in time to catch a glimpse of the kids slipping on headphones, and the teacher leaning over his own computer to click something on before the whitewashed walls glowed with reflected green light from the projector installed in each classroom. The girl's stomach lurched at the sight of her friends twisting almost mechanically as one to their screens and keyboards, and she stumbled back, eyes wide. Nervously the auburn-haired girl bit her lip, glancing around to see if there might be someone to… She didn't even know what. She couldn't grasp what was happening, but something seemed terribly off, and she needed to get out of here. So, turning on her sneaker-clad heel, she did.

Or, rather, she _tried_ at least.

Just as she decided to make a dash for the exits Finch was setting his toothpick aside in favor of tapping his office keyboard to initiate lockdown protocols he and his brothers had installed into the building shortly after arriving, so as she took off through the hall and down the main staircase, her backpack thumping against her back as she took turns faster than she'd ever bothered to before, something thumped behind her. Then again down an abandoned corridor. Another echoed from a different direction, but all culminated in her running headlong into a locked main entrance.

* * *

The projector in their computer lab came to life, throwing the image of a green cube with foreign symbols embedded in its faces flipping to different edges on the left side of the screen while the right was a window of code scrolling constantly upwards, and still made of untranslated symbols. All of the monitors in the room showed the same images.

"Well… You wanted the program?" Sarah Jane said, the surprise in her voice grabbing the Doctor's attention enough to pull her out of her intense focus on another series of metal components, "Here it is…!"

Washed in the green glow of the projection the Doctor slowly stepped forward, dark eyes wide, but her brow furrowed, "What…? It's… It's some sort of code."

Brittany's worried gaze darted from the screens to the dark figure of the entranced Time Lord.

* * *

Pulling with all the strength she could muster didn't budge the glass doors, and she realized the sounds she'd been hearing were the slamming of all the exterior doors. They were all trapped inside. Panic started creeping up her spine at the thought, and brought her small palm up to pound feverishly against the glass pane in the hopes someone might hear.

Yards away, his feet propped up on the dinged dashboard Rory frowned to himself. Pushing himself upright he popped his mop of brown hair up over the open window to peer curiously at the sound. Locking onto the front of the school building his eyebrows shot up to see a heavy set kid in uneven pigtails frantically pummeling the door with her hands and tugging fruitlessly at the handles.

* * *

"No…" Brittany heard the Doctor whisper, her voice tinged with the all too familiar note of horror, "…. No. They can't be…"

* * *

They've taken them!" Lucy shouted through the door as she saw a guy run up to her from the parking lot.

"Wha'?" he shouted back, tugging at the door handle from his side.

The reddish-brown mop of hair flew as she shook her head that it wouldn't work, "They've taken all the children!"

Rory straightened up, fumbling for an idea to free the young girl, and gestured for her to wait a minute as he ran back to Sarah Jane Smith's car. Ducking inside he ripped the flannel blanket off the metal dog in sitting in the back seat, and helplessly mashed at the chunky colored buttons on the robot's back with a, "Come on, I need some _help_!"

Flustered at the lack of movement he punched the machine's head in a burst of frustration, and froze.

The head shifted upwards with a hydraulic whine, and wiggled in a sort of nod, ["Systems restarting."]

The tiny satellite dish ears spun to calibrate themselves as K-9 checked its programming, ["All primary drives functioning."]

"You're workin'!" Rory's shoulders sunk with his sigh of relief, and the Irish boy nearly grinned before remembering why he was trying to wake it in the first place, "Okay, no tim' ta' explain– We nee' ta' ge' inside th' schoo'. Do ya have li'e a... I dunno, lock pickin' device?"

["We are in a car."]

"Maybe a drill attachmen'?"

["We are in a car."]

Rory groaned in aggravation, "Fat lotta' good you ar'!"

["We are in a car."]

"…Wai' a secon'. We're in a car…" Rory gasped in realization. He pulled himself back out of the hatchback to wave at the girl behind the door, yelling, "Ge' back from th' door!"

Lucy squinted behind at the guy through her glasses as he climbed into the driver's seat of the run down vehicle, trying to understand him. The sound of his engine revving reached her, and she got it. Hazel eyes widening, the chubby girl dove into a nearby office, and out of the way.

* * *

"This is the Skasis Paradigm. They're trying to crack the _Skasis Paradigm_…" the small Latina said stonily, still staring at the projector screen.

Sarah Jane tilted her head, frowning at the girl, "The stasis _what_?"

The Doctor sucked in a deep breath, trying to search for the words to simplify the answer. She shook her head, ponytail fluttering, "The Skasis Paradigm. The… The God Maker. The… Universal Theory. If you crack that equation you've got control of the building blocks of the universe. Time, and space, and matter all yours to control."

Brittany looked at her, too, taking in her sharp profile, "And the kids are a… Giant computer or something?"

The Doctor was silent a second, then, "Yes."

She jolted into movement, that raven ponytail whipping past the blonde's face in a whisper as she started pacing, "Yes, and their learning power is being accelerated by the oil. That oil from the kitchens is working as– as a conducting agent, making the kids cleverer."

The energetic fluttering of tan hands working through a problem was distracting, but a thought pushed to the front of Brittany's mind and her eyes shot up, "But that oil is on the fries, and I've been eating them…"

Deep mocha locked on ocean blue, "What's 59 times 35?"

"2,065."

A black eye brow cocked at her pointedly.

"Oh my god."

"But why use children?" Sarah Jane cut in, "Can't they use us?"

"No, it has to be children," the Doctor replied, wry sarcasm coloring her tone, "the God Maker takes _imagination_ to crack."

She paced another couple steps, tugging at the cuffed sleeves of her blazer, before meeting the eyes of her companions again, "They're not just using the children's brains to break the code– they're using their _souls_."

A click of dress shoes sounded behind her, and principal Finch stepped into view, shadowed slightly by the dim lighting of the lab, and looking more sallow than usual in the glow of the monitors. When he spoke it was with an uncomfortably slimy voice, "Let the lesson begin…"

The graying man stepped towards the group slowly, his cold gaze set on the oldest of them all, "Think of it, Doctor… With the paradigm solved reality becomes clay in our hands. We can shape the universe, and _improve_ it."

"Right. The whole of creation with your terrible complexion?" the Time Lord snorted sarcastically, pressing her hands into her pockets, "Call me old fashioned, but I like things the way they are."

"You act like such a radical, and yet all you want to do is preserve the old order?" Finch questioned, tilting his head with an incredulous expression, "Think of the changes that could be made if this power was used for good_._"

"What, by someone like you?" she retorted, rolling her eyes.

"No. Someone like _you._"

He was barely a yard away from her now, and she'd hardly noticed his advance. His words, and body were too close for comfort. The oily voice carried on in a low rasp meant to impress upon her the importance, and was barely loud enough for the two humans to hear from where they watched from a behind her, "The paradigm gives us the power, but _you_ could give us wisdom. Become a god… At my side."

The man took another step nearer, pulling into her space, "Think of the civilizations you could save– Perganon, Ascinta, your _own people_ standing tall. The Time Lords _reborn_…!"

Brittany saw the girl's throat move with a swallow at that, but otherwise her face remained unchanged, until her eyes dropped from their lock with the old man's as Sarah Jane tried to break the moment with a, "Doctor, don't listen to him!"

It might have worked, but the principal simply sidestepped the frozen, caramel-skinned frame to focus on the woman, his greasy persona serving him well, "–And _you_ could be with her throughout eternity. Young. Fresh. Never wither. Never age. Never die…"

"Their lives are so fleeting," Finch said, playing at a light tone as he circled a desk to look the humans over, causing the blonde and brunette to carefully inch away, but not closing in on them enough to set the Latina off. The man smiled back to the ancient teenager, "So many goodbyes. How _lonely_ you must be, Doctor… Join us."

She was looking at him, still masked in that stone expression, but her eyes were far away, tangled up in the dark of the universe and walking the edge of everything. In chocolate orbs Brittany felt, for a moment, the cold of space tearing away at her depths, and a worn whisper escaped lips that had lived it, "I could save everyone…"

"Yes," Finch replied.

"I could stop the war..."

The man's face creased into a smile that can only be brought by a slim chance turning into unimaginable victory.

"No," Sarah Jane cried weakly, her voice quivering with distress, "The universe _has_ to move forward. Pain and loss define us just as much as happiness or love."

The smile fell, and the man's head bowed slightly as he took in the uncertainty, guilt, and sorrow mixing in the expression that replaced the Doctor's mask. Her dark eyes waivered, shifting to her old companion as the journalist pushed through her despair, "Whether it's a world or a relationship, everything has its time… And everything ends."

The Time Lord's gaze moved back up to the projection screen where a farm of souped up children on computers were working towards the solution to every problem, and a side of ultimate power, and she sucked in a breath. With a surprising burst of speed the girl bolted forwards, grabbing one of the plastic chairs, and flung it as hard as she could at the projector. The sudden strike shattered the machine, blasting a shower of plastic and glass all over the front of the room and signaling for her team to run before Finch could retaliate.

Three corners and a stairwell away Rory slammed Sarah Jane's rusty hatchback through the glass of the main entrance. The sound was deafening, but short lived, and he jumped out of the car as soon as it was stopped, cutting the engine, and waving to the girl he'd just broken in for as she peeked out from behind the empty office's door, shouting over the creaking of wooden frames, and falling glass, "Come on!"

Somewhere in the bowels of the building the fake principal was screaming in an animalistic roar, calling his brothers into action with the echoing shriek. Stepping into the vacated hallways came the suited teachers, their faces simply curious until the dark-skinned computer teacher caught wind of something unwelcome, and grinned. With a press of his palms against each other his form disintegrated and reformed as his true self, and he took off, hearing his brothers following at his (literal) tail. Their leathery wings weren't that helpful in the cramped space of the corridor, but previous ancestors had provided them with quite useful musculature and seven-foot frames to chase their prey with, and that would work just fine.

Rory, his mop of brown hair as messy as that of the girl following him, nearly took out the Doctor and her companions as both groups came plowing through the same junction of flier-lined hallways, but they all managed to stay upright as the Irishman grabbed the Time Lord's navy sleeve, yelling to hear over the echoing screeching coming from what felt like every direction, "Wha' th' hell is goin' on?!"

All eyes shot to the loudest branch off where the sound was getting noticeably louder, all catching it just in time to see three gigantic beasts come barreling around the corner at the other end, each flapping their wings powerfully and jumping sideways along the wall over each other to get nearer their targets, and opening their massive, toothy jaws to roar at the sight of the rag-tag team.

The windows rattled from the sound and the group nearly tripped over themselves and each other in their panicked direction change, fumbling for footing to escape back down the hall to find another exit as fast as they could. Beasts hot on their tails the group burst into the empty cafeteria, making a beeline for the double doors to the outside they knew were inside. Racing past the plastic chairs and scuffed tables, the Doctor hit the opposite wall, her small hands clawing frantically at the set of wooden doors, and shiny new padlock keeping it shut. She barely had time to even reach for her screwdriver before the lunchroom doors flung open behind them and she met with the now overly familiar face of the so-called principal and the leather skinned monsters that soon came shooting through the doors after him. The aliens pulled up on their wings so they could circle near the ceiling on Finch's side of the large room, making the humans duck instinctively while trying to keep them all in sight.

"Are they my teachers?!" Lucy yelled to the adults, her voice incredulous.

The Doctor nodded slightly, her shoulders tense and eyes watching the ceiling, "It's a long story, but yeah."

"We need the Doctor alive," Finch spoke to his kin in a dismissive voice, "The others… You can feast."

The Irish boy let out a quiet whimper as all of the giant, toothy heads snapped in their direction. One shrieked and they all swooped in, screaming their own cries of attack. The humans crumpled away from the flying claws, crying out when the curved nails came too close. The Doctor grabbed a chair and swung it, legs out, in an attempt to strike one of them out of the air. Brittany dodged one and lunged to catch Lucy as a heavy swipe glanced off her backpack, sending her tumbling off balance. Rory ducked under another, and pulled the girl under a table just as something bright exploded against one of the pale Krillitane's chests.

Everything paused in surprise, then–

"K-9!" Sarah Jane shouted with a shocked grin.

Finch's jaw dropped with an enraged, animal roar as he turned to find the retro little dog scooting in through a side door, jerkily bobbing its head.

["Suggest you engage running mode, mistress."]

"Come on!" the Doctor yelled, jolting them all into action once more, "K-9, hold them back!"

["Affirmative, Master."]

Brittany, Sarah Jane, Rory, and Lucy all took off after the black ponytail while K-9 shot off another round of laser fire at the airborne beasts, hearing the robot give a jaunty, ["Maximum defense mode!"] from where he carried on the fight in the lunchroom.

The Doctor quickly ushered her comrades through the door of her physics classroom and sonic-ed it shut, cutting off the distant echoes of her old dog notifying over the screeching, ["Power supply failing. Power supply… Failing…"]

Once the entrance was secured she moved over to the teachers' desk, pressing her palms against the surface while the rest of them looked on, her fingernails clicking quietly once she let up to tap them rhythmically against it. Blue eyes could see the muscles in her jaw clenching as the girl tried to work out a solution.

"There's got to be something that can…" Her head shot up, wide-eyed, "The oil. It's the oil. Krillitane life forms can't handle the oil! That's it! Brittany, you said that woman got burned by it! They've changed their physiology so often that their own oil is toxic against them! How much did they have in the kitchens?"

Brittany shrugged nervously, "I don't know. There were whole barrels full, though."

Something crashed loudly against the locked door, drawing their attention. Shrieking sounded as gouges cut splintery lines into the barrier.

"Okay, we need to get to the kitchen. Rory get all the children unplugged and out of the school."

At his flustered nod she pressed a hand to her forehead, muttering to herself, "Now bats… How do we fight bats?"

Lucy blinked, and trotted over towards the door, stopping a few feet from it to yank on the fire alarm tab. All the bells in the school went off. The din was deafening, but couldn't drown out the wailing creatures outside their room. The Doctor stared at the girl a moment before breaking into a grin, her dark eyes glinting with a newfound respect for the child. Taking the out they'd just won, she whirred the lock once more, and kicked door open, grabbing the young girl's arm to pull her along side and she shouted over her shoulder with that grin, "Oooh, Brittany, I might have to trade you for this one. I like her!"

"Hey!" Brittany laughed back, trying and failing to sound offended as she sidestepped the noise-crippled alien force curled up in agony on the linoleum, "After all we've been through?"

By the time Finch managed to shake the disorientation enough to right himself, and rip the alarm's wiring out of the drywall they were nothing but fading footsteps. The man's beady eyes glared at his recovering kin, his teeth bared in a wet snarl, "Get after them."

* * *

.

.

**Question: Losing my notes had me thinking, and do you think it's too late to shuffle minor character assignments around in previous chapters? (like making Rory into Puck and Holly Holiday Captain Jack...?)  
**


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